Lse CSH 2022

Annual Report and
Accounts 2022
Responsible Economic Returns

Sector Enhancing Initiatives
In-depth Specialist Resource
Measurable Social Impact
Content Themes
We have identified four key themes which are highlighted throughout the report.
Contents
About Us Corporate Governance
1 Our Purpose 57 Board of Directors
2 Our Portfolio 58 Report of the Directors
2 Company Overview 62 Report of the Audit and Management
3 Financial Highlights Engagement Committee
3 How we Performed 66 Report of the Nomination and Remuneration
4 Key Achievements Committee
67 Corporate Governance Statement
Group Strategic Report 73 Directors’ Remuneration Report
6 Chairman’s Statement 77 Statement of Directors’ Responsibilities
7 Growth 78 Alternative Investment Fund Managers Directive
8 Our Portfolio 80 Independent Auditors’ Report
10 Investment Adviser’s Report
20 Civitas Investment Management Consolidated Financial Statements
22 Asset Management Case Studies 89 Consolidated Statement of Comprehensive Income
24 Corporate Social Responsibility Report 90 Consolidated Statement of Financial Position
25 Section 172 (1) Statement and Stakeholder Engagement 91 Consolidated Statement of Changes in Equity
34 Strategic Overview 92 Consolidated Statement of Cash Flows
38 Principal Risks and Risk Management 93 Notes to the Consolidated Financial Statements
42 Going Concern and Viability Statement 118 Company Statement of Financial Position
119 Company Statement of Changes in Equity
Environmental, Social & Governance 120 Notes to the Company Financial Statements
45 Energy Performance/SAP Ratings
46 The Portfolio’s Carbon Footprint Additional Information
47 E.ON Project Results (Phase 1) and Next Steps 129 Appendix 1 (unaudited)
48 Case Study 132 Five Year Financial Results
49 Social Impact 134 Shareholder Information
50 ‘A Place For Me’ 135 Glossary
52 Social Impact – Charitable Partnerships 137 Company Information
53 Governance – Frameworks
54 United Nations Sustainable Development Goals
(“UN SDGs”) Alignment
55 Governance – Indices
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2022
About Us
GROUP STRATEGIC REPORT

Our Purpose
CIVITAS SOCIAL HOUSING PLC (“CSH”, “Civitas” or fulfilled lives. It delivers better personal outcomes and
the “Company”) invests across the UK in care-based offers value for money for the public purse that meets the
community housing and healthcare facilities for the costs of the service. Residents, whose average age is c.32
benefit of working age adults with long-term care needs. years, typically reside in their adapted CSH community
& GOVERNANCE
ENVIRONMENTAL, SOCIAL
Since IPO in 2016, CSH has built the largest portfolio of home for many years and sometimes for their whole life.
its kind in the UK that has been independently valued at
£969 million. As a result of making this provision available, CSH is able
to offer shareholders the potential of stable, long-term
The Company provides long-term community-based returns with progressive dividends whilst delivering
homes for 4,592 tenants, across 178 local authority measurable social impact on a large scale. Following
partners that are supported by 130 specialist care shareholder approval, the Company is now expanding
providers and 18 Approved Providers. The delivery of care into Scotland and Northern Ireland and will work with
in the community is a primary government policy and organisations in receipt of public funding.
cross party policy of many decades aimed at enabling
people with long-term care needs to reside close to
CORPORATE GOVERNANCE
family and friends and achieve more independent and
Business Model What We Do

Social Housing Pioneers
CSH is a leading provider of care-based community
An individual with care housing in the UK. It was established in 2016 by the
FINANCIAL STATEMENTS
requirements requires a home. founders of its Investment Adviser, Civitas Investment
Management Limited (“CIM”), from the long-standing
conviction that private capital could play a vital and
ethical role in the delivery of homes within the social
housing sector.
The Local Authority designs a care CSH believes that access to a decent home is a basic
package, identifying a care human right from which so much more can be achieved,
provider and property for the particularly for people who are living with a life-long
individual.
disability. With millions of people stuck on housing
waiting lists across the UK, or trapped in long stay
ADDITIONAL INFORMATION
hospitals, CSH became the first public company to bring
large scale equity investment into the sector.
The care provider is paid the full The Company has the dual objectives of achieving both
amount for the care package and
pays rent to the Approved Provider,
positive financial returns and large scale measurable
or the Approved Provider is paid social impact.
the rent directly.
The Approved Provider pays

Civitas the rent.
1
Our Portfolio
as at 31 March 2022
£969m 696 4,592

Investment property
Properties Tenants
independently valued1
(March 2021: 619) (March 2021: 4,295)
(March 2021: £916m)
Company Overview
as at 31 March 2022
£652m 675,547 1,037,089

Equity Capital Raised NAV £’000 2
GAV £’0003
87.4 pence 6.3% 5.55 pence

Dividend Yield# Dividends declared for the
Share price4
(annual) year ended 31 March 2022
Closed Ended Inflation Linked 37.2%

Permanent Capital Rental Income Total return since inception#
(Net Asset Value based)
# Alternative Performance Measures. Terms are defined in the Glossary.

1 please see note 15 of the Consolidated Financial Statements for details of the valuation.
2 means Net Asset Value of the Group prepared in accordance with IFRS accounting standards.
3 means Total Assets.
4 as at 31 March 2022.
2
Financial Highlights

for the year ended 31 March 2022
7.23p £54.1m 22.1 yrs

(2021: £50.8m based upon
(2021: 5.80p) £915.6m real estate) (2021: 22.6 yrs)
Basic and Diluted Earnings Annualised Rent Roll#: based upon Weighted Average
& GOVERNANCE
per Share £969m of real estate at the end of Unexpired Lease Term#
the reporting period
How We Performed
Financial Highlights for the year ended 31 March 2022
Profit before tax IFRS NAV per share# IFRS NAV
£44.8m +24.1% 110.30p +1.9% £675.5m +0.3%
£ million Pence £ million
2022 2022 2022

44.8 110.30 675.5
2021 2021 2021
36.1 108.30 673.5
2020 2020 2020
37.7 107.87 670.6
EPRA EPS# Total shareholder IFRS NAV increase
4.82p -2.2% return#1 +11.6% since IPO# +12.6%
Pence Percent Percent
2022 2022 2022

4.82 11.6 12.6
2021 2021 2021
4.93 26.5 10.6
2020 2020 2020
4.63 20.4 10.1
Investment Dividends declared Annualised rent

property2 (Ordinary shares) roll#
£968.8m +5.8% 5.55p +2.8% £54.1m +6.5%
£ million Pence £ million
2022 2022 2022

968.8 5.55 54.1
2021 2021 2021
915.6 5.40 50.8

2020 2020 2020
878.7 5.30 48.4
# Alternative Performance Measures. Terms are defined in the Glossary.

1 on an Ordinary share held since launch (percentage not annualised).
2 investment property independently valued. See note 15.0 of the Consolidated Financial Statements for details of the valuation.
3
Key Achievements
Operational Highlights
696 properties £835 million 4,592 tenants with based on supported by across 178 Local
acquired1 invested1 dependable long-term 130 care Authority Partners
accommodation leases signed with providers
18 Approved
Providers
The Good Economy, the social impact advisory firm, in its fourth annual
independent Social Impact Report on Civitas, noted that Civitas continues to be an
authentic ‘impact investor’ according to IFC operating principles and is proactive in
its approach to asset management, taking well defined steps to improve the quality
of existing homes, especially in terms of improving environmental performance.
1 over the life of the Company as at 31 March 2022.
Levered IRR* since IPO (IFRS and Portfolio Basis)

IFRS NAV
Portfolio NAV
160
150
140 (IRR 8.53%)*

Pence
130
(IRR 6.63%)*
120
110
95
18 Nov 30 Sep 31 Mar 30 Jun 30 Sep 31 Dec 31 Mar 30 Jun 30 Sep 31 Dec 31 Mar 30 Jun 30 Sep 31 Dec 31 Mar 30 Jun 30 Sep 31 Dec 31 Mar
2016 2017 2018 2018 2018 2018 2019 2019 2019 2019 2020 2020 2020 2020 2021 2021 2021 2021 2022
98.00 104.73 108.54 110.08 111.56 113.28 115.08 116.53 117.88 119.52 121.17 122.54 123.98 125.49 126.97 128.44 129.90 131.58 134.48
98.00 111.10 116.86 119.28 120.71 121.87 127.07 128.08 128.95 130.62 131.65 133.02 134.35 135.77 137.14 139.53 141.15 143.23 147.02
IFRS NAV + cumulative dividends paid (pence per share)

Portfolio NAV + cumulative dividends paid (pence per share)
Past performance is not a reliable indicator of future performance.
* Alternative Performance Measure. See Appendix 1 for the calculation.
Share price performance (pence)

130
120
110
100
90
80
70
60
18 31 31 31 31 31 31
Nov Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar
2016 2016 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 2019 2020 2020 2020 2020 2021 2021 2021 2021 2022
4
& GOVERNANCE
Group
Strategic
Report ADDITIONAL INFORMATION
6 Chairman’s Statement
7 Growth
8 Our Portfolio
10 Investment Adviser’s Report
20 Civitas Investment Management
22 Asset Management Case Studies
24 Corporate Social Responsibility Report
25 Section 172 (1) Statement and Stakeholder Engagement

34 Strategic Overview
38 Principal Risks and Risk Management
42 Going Concern and Viability Statement
5
Chairman’s Statement
From the Chairman

The need for quality housing for the most vulnerable
in society is more acute than ever. Thanks to the dedicated
efforts of our Investment Adviser and partners, the Company
has reported:
• Rents achieved as normal, adjusted for inflation indexation
• Audited IFRS NAV per share resilient at 110.30p (up 1.85%)
• Important sector initiatives to promote greater regulatory alignment
• Overall improved financial and operational performance from our partner
Michael Wrobel Approved Providers
Chairman • Active asset management to underpin long-term quality
Introduction The Company has met the Board’s stated dividend target
of 5.55 pence per share for the year to 31 March 2022
I am pleased to report that the Company has achieved
and the Board has set a new dividend target of at least
another year of strong financial and operational
5.701 pence per share for the year to 31 March 2023.
performance. Our positive social impact is detailed in
a report from the independent specialist consultancy
The Good Economy (“TGE”). Board Governance
The Board is currently looking to recruit a new
The year presented many challenges. The pressures of
independent director, having regard to succession, our
the COVID-19 pandemic on our tenants and their carers
breadth of skills and diversity.
highlights the benefits of providing community-based
care housing for vulnerable adults of working age. During The Board and the Investment Adviser continue an open
the year, the Company came under attack from a small dialogue with our shareholders to further demonstrate
number of investors short-selling the Company’s shares, our commitment to provide full transparency at all times.
one of whom published a series of criticisms that the
Board refuted in a very detailed response. The share price, Continuation Vote
having traded at a premium to NAV early in the financial The Company’s articles of association require the
year, dropped sharply to a discount at the year end. Board to propose a continuation vote as an ordinary
One of the Board responses has been to initiate a share resolution at the annual general meeting following
buy-back programme which enhances the Net Asset Value the fifth anniversary from the initial public offering of
of the Company and confirms the Board’s confidence the Company and at every fifth AGM thereafter. This
in the robust nature of the Company’s cashflows and is referred to later in more detail within the Report of
asset values. the Directors. Following discussions with a number of
shareholders and given the strength and nature of the
Our Investment Adviser, Civitas Investment Management
Company’s portfolio and long-term tenants, the Directors
Limited (“CIM”), has exceptional knowledge of the industry
are of the opinion that the continuation resolution at
and continues to add to its team to enhance our portfolio.
the forthcoming AGM will be passed and encourage all
CIM has been working on an initiative to introduce a
shareholders to vote in favour.
variation to our leases, that will not impact revenues or
asset values, but which aims to strengthen the industry
Outlook
by addressing concerns expressed by the Regulator for
Social Housing. The sector in which the Company invests offers many
positive attributes, in an increasingly uncertain world. We
Financial Performance benefit from high levels of intrinsic underlying demand for
our properties. All of our leases benefit from CPI uplift on
During the year under review our portfolio generated
rents, some of which are subject to a 4% cap. Together with
rental income of £51.6 million, representing a 5.3%
our partners, we enable the delivery of high quality, value
increase over the corresponding period. This reflects
for money care services for our tenants.
the indexation of lease rents (during a period of mostly
very low inflation) together with new rents from a small Our initiatives on new lease clauses and further projects
number of properties purchased during the year. with E.ON to reduce our carbon footprint will deliver
further benefit to our stakeholders. We look to the future
Cash generated from operations was £37.5 million,
with confidence.
an increase of 3.83% over the prior year
(on a comparable basis).
Michael Wrobel
IFRS net asset value of the Company increased from Chairman
108.30 pence per Ordinary share as at 31 March 2021 to
110.30 pence per share as at 31 March 2022. 29 June 2022
1. This is a target and not a formal dividend forecast or a profit forecast.
6
Growth

Growing base of global investors
Civitas invests on behalf of a wide range of global, national and local investors seeking exposure to
sustainable long term income together with measurable social impact and high levels of ESG delivery.
Four Continents…
& GOVERNANCE
16 25
58
49
37
55
11 30 6
39
47 13 27 12 44 4
3
48 52
28
2
18
16 24
42
21 15
35
7 29
14 23 5
45 1
8 59 32 50
17 51 57 10 25
19
22
29 43
38
60
20 34
53
36
41
…over 60 Locations
1. Amsterdam 13. Denver 25. Helsinki 37. Montreal 49. Seattle

2. Austin 14. Dublin 26. Hong Kong 38. Munich 50. Singapore
48
3. Baltimore 15. Edinburgh 27. Illinois 39. New Jersey 51. Surrey
4. Beijing 16. Espoo 28. Japan 40. New York 52. Smithfield
5. Birmingham 17. Exeter 29. Jersey 41. New Zealand 53. Sydney
6. Boston 18. Fort Lauderdale 30. Jersey City 42. Oslo 54. Tokyo
7. Bradford 19. Frankfurt 31. Leeds 43. Paris 55. Toronto
8. Bristol 20. Geneva 32. London 44. Philadelphia 56. The Hague
9. Brisbane 21. Glasgow 33. Los Angeles 45. Rotterdam 57. Tunbridge Wells
10. Brussels 22. Guernsey 34. Luxembourg 46. Richmond 58. Vancouver
11. Chicago 23. Halifax 35. Manchester 47. Sacramento 59. Windsor
12. Columbus 24. Heerlen 36. Melbourne 48. San Francisco 60. Zurich
Our strategy for growth

Demand for the accommodation provided by Civitas is strong and expected to remain so over the long term. The
pandemic has further evidenced the need for safe and secure homes for the most vulnerable people in society.
Civitas is a go-to partner for an increasing range of major vendors and counterparties.
Civitas is the market leader with the largest portfolio and deeply ingrained relationships with care providers, local
authorities, Approved Providers and charities across the UK.
Civitas continues to take delivery of new build higher acuity properties with more opportunities being offered and
expands into significant markets across the UK, now including Scotland and Northern Ireland.
The Company continues to work closely with The Social Housing Family CIC to enable it to expand and play a broader
role in the sector, and becoming part of critical local authority pathways, leading to many opportunities in specialist
supported living and advanced homelessness.
Civitas now works with a broader range of counterparties including charities and other not-for-profit organisations, to
expand into significant markets across the UK, now including Scotland and Northern Ireland.
7
Our Portfolio
By UK Region as at 31 March 2022
26
34
12.8 5.8 64
0
12 13.2
Annualised rent roll
7.0
Funds invested
(Percentage)
(Percentage)
Properties
10
11.
.1
.5
10
9.8
North East 64 5.8 7.0
North West 101 10.1 9.8
Yorkshire and the Humber 96 10.8 10.5
East Midlands 58 8.6 8.5
101
West Midlands 101 11.3 11.2
East of England 32 4.0 3.9
696 properties
15.5
10.8
15.5
10.5
South East 64 10.1 9.9
64
South West 120 15.5 15.5

Wales 34 11.0 10.5
London 26 12.8 13.2
8.5
8.6
9.9
32
96
10
.1
10 3.9 11.2
1
4.0 11.3
58
Market Value (%) Tenancies
3.9 161
15. 75
7.0 7 374 9
8
8.6
33
South West South West
London Yorkshire and the

12.1
4,592
Humber
364
£969m
610
West Midlands
9.8
North West
Wales
West Midlands
Yorkshire and the
Humber North East
415
South East South East

11.3
10
North West Wales

.1
7
60
East Midlands 46 London

2
10.6 North East East Midlands
10.9 502
East of England East of England
8
Our Portfolio continued

By Approved Provider as at 31 March 2022
& GOVERNANCE
Annualised Rent Roll (%) Properties
0.9 0.8
1.1 0.2 8
10 1
1.1 0.1 1
Falcon Falcon
3
2.7
18. Auckland1 15 1 116 Auckland1
3.6 6 16
BeST Inclusion
27
6
3.
Inclusion BeST
27
3.8
Qualitas Housing1 Qualitas Housing1

27
Westmoreland Trinity
5.2
£54.1m 696
Encircle Westmoreland
100
41
Trinity New Walk

16.2
5.9
Pivotal Pivotal
Chrysalis Chrysalis
41
Harbour Light Harbour Light

5.9
New Walk Encircle

43
82
8.1 My Space Hilldale

.2
12 IKE 54 Windrush
10 Hilldale 74 IKE
Windrush My Space
Lily Rose Blue Square
Blue Square Lily Rose
Tenancies Market Value (%)
39
51 0.9 0.8
68 13 1.1 0.1
4 Falcon 1.1 0.1 Falcon
71
BeST Auckland1
2.7
149 85 Auckland1 3.6 18 BeST
0 .9
4
19 Inclusion Inclusion
7
3.
5
Qualitas Housing1 Qualitas Housing1

20
3.8
Trinity Westmoreland
214
4.8
Westmoreland Trinity
4,592 £969m
Pivotal Encircle
238
591
5.2
16.4
Harbour Pivotal
Encircle Chrysalis
239
New Walk Harbour Light

6.2
Chrysalis New Walk

24
My Space My Space
8.
7
2
54
4
IKE 5 IKE
37
0 12.
Windrush Hilldale
507 9.7
Hilldale Windrush
Lily Rose Blue Square
Blue Square Lily Rose
1 Auckland and Qualitas Housing are both members of the Social Housing Family C.I.C and subject to common control.
9
Investment Adviser’s Report
Continuous
Improvement
In the year to March 2022 CIM, working with the CSH Board, has led the
development of a range of key initiatives to strengthen and position CSH and its
portfolio for the future.
Proposed New Regulatory Clause

● Counterparties better able to achieve regulatory compliance
● Enhanced information and step in rights (having regard to tenant welfare) in addition to
existing lease transfer and assignment rights
● Unchanged lease and property values supported by strong underlying demand
● Improved Governance
“A Place for Me”

● Stories of 50 residents who live in Civitas properties
● Fully independently compiled and written
● Extensive number of interviews with residents, their families, friends and their carers
Phase two work with E.ON

● Continued work across 120 properties
● Targeting 25% reduction in carbon emissions
● Continued access to Government grant funding sources
● Clean Energy Strategy to achieve minimum EPC “A-C” by 2030
A growing team of specialists

● Asset Management
● Finance and operations
● Transaction sourcing and execution
● Housing Benefit
10
Investment Adviser’s Report continued

Civitas Social Housing PLC (CSH) is the market leader in
the delivery of ethical, care-based residential housing,
delivering sustainable returns for shareholders and
outstanding community-based homes for residents,
& GOVERNANCE
while offering value for money to society. This
transforms lives.
Paul Bridge
CEO, Social Housing
Civitas Investment
Management Limited
Introduction
Civitas Investment Management Limited (CIM), the Investment Adviser to CSH, advises on a range of ethically based
social and healthcare real estate funds with committed capital of c.£3bn. CIM advises these funds on behalf of various
global investors together with a wide range of local authority pension funds and dedicated impact investors.
The increased scale of its operations has enabled CIM to create a large team of dedicated professionals in the specialist
healthcare sector and to make this expertise available to each of the advised funds, including CSH.
On behalf of the Investment Adviser and CSH, we would like to offer our thanks to all of our partners who have continued
to provide high-quality care, support, and housing, and to our investors who enable the provision of over 4,500 quality
homes for some of the most vulnerable people in society.
Overview of Results
CSH is the market leader in the delivery of much-needed long-term housing with care in the UK and leading the charge
for ethical investment in the sector. These full year results show a number of key achievements and themes:
● Approaching six years of consistent rental growth and ● An actively managed portfolio with a sector-leading
progressive dividend payments that have increased team of professionals assisting and enabling high
from an initial 3p per share to 5.55p per share quality and longevity of homes and income.
reflecting dividend growth ahead of inflation. ● Professional support to enable Approved Providers to
● Rents indexed in-line with the Consumer Price Index enhance the quality of their delivery and demonstrate
as Approved Providers are able to claim inflation long-term financial and operational independence.
adjustment payments from local authorities, and with ● Ownership of properties that facilitates the delivery
no disruption from COVID-19. of high levels of care with 40% of residents receiving
● A high-quality investment credit rating from Fitch over 50 hours of care per week.
Ratings of A secured and A- unsecured, that has been ● An active programme working with E.ON to
maintained over time. permanently reduce carbon emissions across the
● Design, negotiation and announcement of a new portfolio leading to lower energy costs for residents
market leading regulatory clause, to be implemented and a more carbon neutral portfolio.
over time on a retrospective basis, assisting
Approved Providers in regulatory discussions with no
diminution to lease or asset values.
11
Market Commentary Background

As outlined in the Chairman’s Statement, CIM is pleased The sector in which the Company operates is substantially
to note that the sector has continued to see progress in funded by the State as part of the long-standing
terms of the better delivery of the Specialist Supported commitment to provide support for vulnerable adults.
Housing (SSH) model with quality commissioning at the
The UK is not alone in this approach and indeed the
heart of projects. This is essential to ensure that each
United Nations developed polices that have been adopted
property is suitable for the needs of individuals and to
by the UK, the European Union and 183 States in total that
meet the objectives set by the relevant local authority.
provide a framework for the provision of this support. The
Having dedicated considerable CIM resource to working “Convention on the Rights of Persons with Disabilities” was
closely with the Company’s Approved Providers we signed by the then UK Government in 2007 and enacted
have seen continued progress in the quality of their into law in 2008.
performance which has translated into greatly improved The Convention sets out broad rights for those considered
financial results and governance. disabled in Article 1:
Several Approved Providers who had previously stopped “To promote, protect and ensure full and equal enjoyment
taking on new properties to focus on strengthening their of all human rights and fundamental freedoms by all
own teams and systems have now begun to consider persons with disabilities and to promote respect for their
new opportunities in a disciplined manner, consistent inherent dignity.”
with the objective of further performance enhancement.
Article 19 specifically covers housing, including the rights
At the same time it is fair to say that Approved Providers to live independently and be included in the community,
have moved at different paces and while some have Article 20 refers to personal mobility, Article 26 to
seen rapid success, others still need to make further habilitation and rehabilitation, and Articles 29 and 30 to
operational and financial improvements. CIM is the right to participate in political and public life, cultural
supportive of these ambitions and having seen material life, recreation and sports.
improvements in the sector, remains focused on Specialist Supported Housing of the type provided by
offering its assistance to drive forward standards for the the Company is designed to fulfill these objectives and
Company’s partners. predates the implementation of the UN Convention. The
requirement to provide support for vulnerable people
What is clear is that demand for quality
was further enshrined into UK law by the Care Act 2014
community-based housing remains strong and most
which confirms the responsibility of authorities to provide
commentators believe that providing vulnerable people
appropriate support and care. There is telling testimony in
with an opportunity to live in their own home or in
the publication ‘A Place for Me’ (Sponsored by CSH and the
smaller facilities near to family is the best solution
National Care Group), highlighted later in this report, on
for them.
the transformational effect SSH has upon people’s lives.
While working closely with Approved Providers In terms of current legislation, the Health and Care Bill was
and specialist care providers, CIM has continued to granted Royal Assent in April 2022, further consolidates
focus on the core fundamentals of ensuring that the the trends of joining up NHS healthcare services with
portfolio operates at its very best, for instance ensuring social care through the formation of Integrated Care
compliance for all key property metrics and collecting Systems (ICSs). This is supportive of the forms of care and
rental income that is due. community housing delivered by the Company.
The year saw modest additions to the portfolio of around

£32 million in new properties including the provision
of a number of properties for those seeking asylum.
The properties are backed by long-term government
contracts with counterparties that have strong covenants.
At the same time, the Company continues to develop

and implement high standards of social impact,
which is independently measured, as well as forging
leading relationships with key charities and other
sector bodies. The commitment to tackle the challenge
of decarbonisation continues with the further
implementation of the property retrofit programme.
12

Government Policy Demand for Social Housing
& GOVERNANCE
The newly combined Government Department In September 2020 the National Housing Federation
for Levelling Up, Housing and Communities, is a estimated that there were 8 million people in some
demonstration of how vital the Government believes form of housing need, that 1.6 million households were
decent housing is to its central levelling up agenda. on official waiting lists and there were at least 129,000
Indeed, the Levelling Up white paper, published in children living in temporary accommodation.
February 2022, makes clear that the provision of high
quality, affordable housing is a major Government priority. Supply for new affordable housing is very low and
significantly lower than demand. In addition, supply
Civitas was founded in the belief that private capital,
is further constrained by the demands placed upon
thoughtfully and responsibly invested, is a key element
existing large developing housing providers in meeting
to this provision, especially in the area of the Specialist
the costs generated by fire safety measures post Grenfell,
Supported Housing Sector in which CIM specialises.
remediation of cladding, the cost of reducing carbon
This is because the large Housing Associations consider
emissions and additional consumer regulation proposed
themselves poorly suited to delivering these bespoke and
in the White Paper on social housing “A charter for social
adapted properties, which are often located on brownfield
housing residents”.
land within communities, whereas the larger Housing
Associations tend to focus on multi-unit, uniform new When it comes to Specialist Supported Housing, the
developments. Civitas, therefore, fulfils a need for which long-standing and ongoing rise in working age adults
there is a clear market gap and a huge and growing with complex physical, mental and social care needs,
demand. requiring supported housing with care, means that the
In addition, the last few years have seen a renewed focus demand for high quality SSH of the sort provided by
from the RSH on the requirement to listen carefully to Civitas is expected to continue to grow.
residents’ voices and take their views and needs into
account. This is something in which Civitas already Summary & Outlook
excels: CIM has close and proactive relationships with
Civitas is the leading independent operator in a sector in
our Approved Provider and Care partners, and, through
which there is enormous and growing demand and, due
them, with the residents themselves. Evidence for this
to the highly specialised nature of the work being carried
can be seen in the high levels of satisfaction amongst our
out, high barriers to entry. Civitas is acknowledged to be
residents; the high levels of health and safety compliance
committed to providing safe, high quality homes with
and rent collection; and the low levels of COVID-19
care for its residents, with active and granular day to day
throughout the pandemic.
portfolio management being carried out by its large team
of sector specialists. In addition, we are working with
the relevant counterparties to introduce new contractual
provisions which we believe will better position our
Approved Provider partners to achieve compliance under
the RSH’s Governance and Financial Viability Standard.
We are continuing to evaluate further portfolio

acquisitions, not only in our core competency but also in
areas such as high quality housing with care for asylum
seekers and those affected by homelessness.
We remain committed to generating growth and

enhancing shareholder value through socially impactful
ethical investing. We are passionately committed to this
for the long term.
13
Specialist Housing Financial Review

All leading independent commentators agree that
As at 31 March 2022 the IFRS net asset value of the
demand continues to rise for community-based housing
Company was £675.5 million, being 110.30 pence per
(Mencap Annual Report 2021). This is driven by the
share, a 1.85% increase on the 108.30 pence per share
general rise in the population, better birth outcomes and
at 31 March 2021. A net fair value gain on investment
improved life expectancy, in turn stimulated by more
properties of £12.3 million (2021: £5.5 million) was recorded
community-based housing of the type the Company
in the year. Operational cash flows of £37.5 million were
provides. Trends in mental health also contribute to
an increase on the prior year.
demand. According to the Royal College of Psychiatrists
referrals to mental health services have risen to an The portfolio was independently valued on an
all-time high of 4.3 million people during 2021. individual IFRS asset basis by JLL at £968.8 million as at
31 March 2022 (2021: £915.6 million) reflecting a net initial
LaingBuisson, a large healthcare consultancy, in its
yield of 5.28%. This compares to an average purchase
Adult Specialist Care Report 5th edition published in
yield of 5.90% (prior to purchase costs) and reflects
January 2022 estimates that in the learning disability
the ability of the Company to use its scale and market
market for care in the community, over 90% of providers
position to buy well, often off-market, and generally avoid
come from the independent sector. For specific mental
taking part in auctions.
health services this rises to 97% and reflects the fact that
over the past 30 years almost all specialist care has come Net rental income of £50.7 million was generated in the
to be provided by the private sector and paid for by the period, a 6.1% increase over the corresponding period
State, whereas it was previously provided by the NHS. (31 March 2021: £47.8 million). This increase has been
generated as a result of on-track indexation of rents, the
What is also clear is that the principal of community-
effect of rental income on properties purchased in the
based housing is being extended to groups with other
prior period being included for the full twelve months
care needs, beyond mental health issues. This trend was
and a small number of new investments in the period.
reinforced by the Homelessness Reduction Act of 2017
Strong ongoing rental collections throughout the year
which placed a statutory duty upon local authorities to
supported the Company’s healthy operating cash flows.
find homes for those at risk of serious harm caused by
homelessness. During the reporting period, the Company paid four
dividend distributions including one dividend of
Prior to the pandemic, the leading homeless charity
1.350p and three instalments of 1.3875p each during the
and campaign group Crisis estimated the cost of street
period, fully in line with the distribution target of 5.55p
homelessness to the State was over £20,000 per person
announced for the year to 31 March 2022.
per year, not including social losses and losses to the
state in tax revenue. The Company also extended the maturity of its
£100m loan facility with HSBC Bank plc to November 2023
At the start of the pandemic, the ‘Everyone In’ campaign
at SONIA plus 2.02% margin. Since the year end, the
ensured over 37,000 people sleeping rough were
£60m facility with Lloyds Bank plc has also been
housed in temporary accommodation, mostly hotels.
extended to July 2024, at SONIA plus 1.67% margin.
The challenge that now remains is how to ensure
Together, these financings continue to underpin the
those people are permanently housed with the support
strong liquidity position of the Company. The Company
required to overcome often complex needs. This is the
has also maintained leverage at 34.43%, comfortably
purpose of Barnet’s Homelessness Scheme supported by
within the Company’s self-imposed cap of 40% of
CSH which will ensure a secure and stable home with
total assets. Finally of note, the Company retained its
extensive support.
premium Fitch rating from the prior year at “A” secured
The clear advantages are the same as housing for and “A-“ unsecured.
disabled groups: better social outcomes within a
community setting and reduced costs to the taxpayer.
14

The CSH Investment Portfolio – Overview
& GOVERNANCE
The Civitas portfolio is one of the largest SSH portfolios in the UK and is diverse geographically, in property size, type
of care and with multiple counterparties. The overall objective is to have a high-quality portfolio providing long-term
accommodation and stable returns. All CIM’s work with care providers and Approved Providers is collaborative, and part of
CIM’s commitment to improve the sector and assist its partners in becoming more independent.
Portfolio
Largest private portfolio in the country.
High acuity with 40% of 130 care providers 18 approved 178 local authority
residents living in Civitas providers partners
properties receiving over
50 hours of care per week
Team
Established team of specialists across the country.
Senior staff from the
Housing Benefit Social Housing ESG Legal/Financial
care industry
Activities
Key activities comprise of future proofing, optimising quality for care providers, ensuring Approved Providers benefit from
economies of scale, and introduction of the new Regulatory clause.
Ensuring buildings Ensuring rents at Sounding Board
are meeting the appropriate level Future proofing on governance
E.ON partnership
needs of care and efficiently properties and sharing best
providers collected practice
Outcomes
Benefits derived from the combination of portfolio, team and activities.
Progress made Reducing carbon

Property by independent emissions whilst
enhancements, Approved Providers utilising public
Rents collected and
High occupancy change of use and in management, funds and
indexation secured
improvements in governance minimising the
quality and financial financial impact on
performance the Company
Each year a small number of buildings require future proofing where the Company and CIM identify adaptions that
are required, or in a few instances a change of use, that will ensure longevity of occupation and that optimal resident
satisfaction is maintained.
15
The Portfolio – Rent Roll CSH always welcomes the engagement of the RSH with
our Approved Provider counterparties and we support the
The annualised rent roll as at 31 March 2022 increased to
work the RSH has undertaken in making recommendations
£54.1 million from £50.8 million in March 2021 and this is
for improvements in the sector over the past five years.
expected to increase further as additional indexation is
The RSH continues to engage with all Approved Providers
applied (refer to chart on page 3).
including those with which Civitas works.
Rental income is generated from leases with
Since the last report, the RSH is now engaging with nine of
18 Approved Providers (refer to page 9 for further details).
the Company’s Approved Providers, set out below:
Typically, properties are located close to local community-
based facilities to support tenants, families and staff with Approved Provider Grading Type of publication Route
minimal travel requirements. Auckland Home N/A Regulatory Reactive
Solutions judgement engagement
Portfolio Characteristics
Bespoke Supportive N/A Regulatory Reactive
The key features of the CSH portfolio can be summarised
Tenancies Judgement engagement
as follows:
Encircle Housing N/A Regulatory Reactive
● Properties are fully converted and specially adapted
Judgement engagement
for care use
● High acuity with 40% of residents living in Civitas Falcon Housing N/A Regulatory Reactive
properties receiving over 50 hours of care per week Association Judgement engagement
● Median rents tested/compared against market Hilldale Housing N/A Regulatory Reactive
equivalent Association Judgement engagement
● Properties always well located within the community
and with commissioner support Inclusion Housing G3 / V3 Regulatory IDA and
judgement reactive
● Over one third of the portfolio on back-to-back 25-year
engagement
leases with care providers mirroring the obligations in
the lease to Approved Providers My Space Housing G3 / V3 Regulatory Reactive
● An ‘own front door’ policy Solutions judgement engagement
● Over one third of properties bought when new, Pivotal Housing N/A Regulatory Reactive
without development or forward funding risk Association Judgement engagement
The high quality of CSH portfolio reflects the Company’s Trinity Housing G3 / V3 Regulatory Reactive
ability to source off-market transactions through its Association judgement engagement
extensive network of care provider relationships, with the
aim of achieving value growth over time. Westmoreland G4 / V3 Regulatory Reactive
Supported Housing judgement engagement
Regulation
In October 2021 the Regulator of Social Housing published It is clear that the RSH will, rightly, publish information as
its annual sector risk profile, which seeks to set out its view to the improvements it wishes to see and whenever this
on the sources of risk to providers’ ongoing compliance occurs CSH will provide support to its partners
with regulatory standards. The keys areas it highlights for as appropriate.
the whole sector are:
Through CIM, CSH has been at the forefront of
● Increased scrutiny as set out in the Social Housing addressing the RSH’s concerns about the long-term
White Paper risk planning of Approved Providers by pioneering the
● Increased costs associated with fire remediation post implementation of the force majeure clause and caps
Grenfell Tower and meeting the demands of the Fire and collars on the indexation of rents of between 1%
Safety Act 2021 and 4%. We will continue to work with the Company’s
● The cost of meeting the zero-carbon agenda counterparties and the RSH to ensure that the Company
● Increased debt required to subsidise improvements to fulfills its intentions as one of the largest owners of SSH
existing stock in the country to enable the sector to evolve and to
maintain the improvements already made.
16

New Regulatory Clause the clause will only be relevant to a small number of
& GOVERNANCE
properties at any time and will not have any material
During 2021 and 2022, CIM has engaged with relevant
impact on the Company’s rent roll.
counterparties, including several shareholders of CSH,
lending banks, valuers and the RSH and undertaken The Company has sought and obtained formal written
detailed negotiations with several Housing Association confirmation from valuers that the inclusion of the clause
partners, to explore how the Company can assist within the Company’s new and existing leases will not of
those organisations to be better positioned to achieve itself cause a diminution in the value of those leases or in
regulatory compliance under the RSH’s Governance and the underlying assets. Indeed, the Company considers that
Financial Viability Standard enhanced regulatory alignment would be consistent with
(the “Standard”). asset appreciation over the medium term.
The consensus result of these discussions and At the present time the clause is in draft form and is
negotiations is the development of an approach with a subject to further discussion and refinement with several
new draft regulatory clause whose principal objectives Housing Association boards assisted by leading sector
are to enable Housing Associations to: lawyers together with other relevant approvals.
● achieve greater alignment between income receipts It is intended that the clause will be incorporated
and lease liabilities initially into a limited number of existing leases on a
● set achievable capital solvency requirements against retrospective basis commencing with properties that are
lease obligations unencumbered.
● demonstrate a further degree of risk sharing
On the assumption that it is well received by relevant
Each with the objective of seeking to demonstrate parties within the sector and has the potential to achieve
compliance with the Standard (expressed as the objectives set out above it will be further rolled out
gradings V1 – V4 and G1 – G4). in a controlled manner over time to other Approved
Meanwhile, the draft regulatory clause will provide the Providers and in respect of new and existing leases on
Company with: a retrospective basis. The Company will provide further
updates in due course once the final form of the clause
● counterparties better able to achieve regulatory has been settled.
compliance
● enhanced information and step in rights (having Social Impact and Social Value
regard to tenant welfare) in addition to existing lease
transfer and assignment rights The Company’s latest independent report from The Good
● unchanged lease and property values supported by Economy was published in June 2022 and provides details
strong underlying demand of CSH’s portfolio and the continued success in delivering
measurable social impact. Findings include:
The draft clause once enacted will operate on a property- ● 77 properties, housing up to 297 people, have been added
by-property basis to provide for a temporary pass through to the CSH portfolio within the period
of lease rent in certain limited circumstances when the ● 41% of CSH’s 696 properties have been brought into the
Housing Association is not in receipt of full payment social housing sector for the first time
whilst at the same time ensuring that the Company does ● CSH’s regular engagement with its Approved Providers
not become responsible for obligations that are rightly (RPs) to monitor the quality of its stock continued through
owed by others such as void cover by care providers. the COVID-19 pandemic
● Improvement works have enhanced the energy efficiency
Furthermore, this applies only after an initial period of time
of homes, with 99.92% of homes having an EPC rating of at
during which all rents remain the responsibility of the
least E+
Vendor/Housing Association and then only if paying the ● CSH homes continue to serve vulnerable individuals and
rent in full would cause the Housing Association to fail to play a significant role in improving resident wellbeing,
meet the Regulator’s standards. particularly when individuals are coming out of higher-
acuity facilities
The draft clause also contains provision for the
● Social value analysis (March 2021) revealed that, overall,
reimbursement of rental income if that is subsequently the portfolio generates £127 million of social value
recovered by the Housing Association.
per year, including fiscal savings to public budgets of

Implementation of the clause will codify much of the £75.9 million per year
● 87% of respondents to the resident survey in March 2021
general asset management work and the Company’s
reported that they were satisfied with the quality of their
approach to sector collaboration that already takes place
home, 8% reported that they were neither satisfied nor
on a day-to-day basis and is reflected in the Company’s dissatisfied
existing rent roll but which has to date not been included ● 99% statutory compliance rate by housing provider
within the terms of the Company’s leases and so have partners is better than the wider affordable housing sector
not received formal recognition. It is anticipated that
17
Environmental, Social and Charities

Governance (ESG) The Company has supported and worked with the
The ESG Policy is located on the Company’s website. following Charities since IPO.
It provides an overview of the Company’s investment
procedures and sets out the Board’s commitment to a Crisis
continuous improvement process in its approach to Civitas has supported Britain’s biggest homelessness
ESG integration. charity over the past five years and the two organisations
regularly collaborate on the emerging knowledge required
ESG Rating Providers to undertake advanced homelessness schemes. These
As part of this commitment, CIM engages with ESG rating are vital to enable people who have been at risk of or
providers to set out the activities that are undertaken by experienced homelessness to rebuild their lives but who
CSH and to ensure this is profiled correctly. This includes require considerable care and support in addition to a safe
increased disclosure by CIM in respect of various policies home in the community.
that have been promoted on the CIM website. Notably,
active participation in the 2021 GRESB Public Disclosure Choir With No Name
Assessment has resulted in CSH achieving an A score Civitas is proud to support this charity that runs five
which is an improvement from a B score in 2020, whilst choirs across the country for people who are homeless
the peer group average score remains at C. GRESB is an or marginalised. Rehearsals have been moved back
investor-driven global ESG framework. Meanwhile, the ESG indoors following the pandemic lockdown, and members,
Risk Rating Score for CSH by Sustainalytics of 16.6 (Low Risk) volunteers and staff are reported to be over the moon!
is marginally lower than was reported in March 2021. Alongside the choirs, the charity runs a free online
Sustainalytics measures how well companies manage ESG workshop to members, the wider homeless sector and
issues that are most material to their business. anyone who wants to attend. The charity has also provided
team-building events for the CIM team.
Environmental: Carbon Reduction/
Impact Highlights 2021-22
Energy Cost Savings
● Big increase in average weekly attendance since return
CIM has been leading the sector in improving the
to indoor meetings post COVID-19
environmental performance of the portfolio and is working
with E.ON (a leading UK energy and solutions company) ● New Cardiff Choir launched in November 2021
under a national framework agreement in partnership ● Steady progress with establishment of new community
with CSH tenants. The ‘fabric first’ approach to reducing choirs in Watford and Coventry
the portfolio’s carbon footprint includes the installation
of cavity wall insulation, loft insulation, external wall House of St Barnabas
insulation, air source heat pumps and solar PV and battery
storage to identified properties. The installation of these A social enterprise and charity that works to support
energy efficient measures, utilising available Government people affected by homelessness back into long-term
grants and other funding sources, maximise value for the employment. Its vision is of a future where lasting
Company and for our counterparties. The collaboration good work, a secure home and supportive network are
with E.ON is delivering significant environmental a reality for those affected by homelessness. Civitas
enhancements without any cost to our Approved Providers. specifically supports the relationship-based mentoring
programme focused on developing interpersonal skills and
As a result of active asset management and property communication.
improvements works, renovations and scheduled post
completion works, the overall energy performance of the This helps to underpin its mission of ‘Good Work, Good
portfolio, as identified on Environmental Performance Home’ for all its graduates. The Employment Academy staff
Certificates (EPC) reports data has improved over the last at House of St Barnabas work with victims of homelessness
twelve months. The proportion of properties with EPC who have successfully completed the employment
Rating A-C has remained at c.52% (52% in March 2021) and preparation programme into work and helps them to
carbon footprint (estimated from property characteristics) progress in work.
has reduced by 3% per Civitas tenancy (from 2.73 tonnes Impact Highlights 2021-22
of CO2/tenancy to 2.65 tonnes of CO2/tenancy). The static Employment Preparation Programme:
year-on-year proportion of homes rated A-C was due to
● 17 participants successfully graduated from EPP 18
the acquisition of a significant number of properties which
were acquired with D rating. These homes are subject to and EPP 19
improvement works which should improve their energy ● 100% of graduates were successfully matched with
performance in coming months. a mentor

Employment and Progression:
● 33% of working graduates are earning

London Living Wage

● 23% of working graduates are in good work and a
good home
● 70% of mentor relationships with graduates last for at
least 6 months
● HOSB has supported a total of 93 people over the year.
18

Women in Social Housing (WISH) Governance
& GOVERNANCE
WISH promotes the benefits of being part of a networking CIM continues to engage actively with the Company’s
community and equips its members to succeed, advance Approved Provider partners and care providers, providing
and flourish in the UK housing sector. Civitas support advice and shared learning. This has helped to facilitate
contributes to the championing of positive outcomes for continued high level operational performance on
women working in the sector. occupancy rates, property compliance matters, and health
and safety.
Care Workers Charity The Board carries out an annual Board performance
CWC recognises that care workers face everyday evaluation exercise. All of the Company’s policies and
challenges such as loss of income, inconsistent hours, and procedures have been reviewed and, where appropriate,
lack of adequate resources. It helps care workers in the updated.
UK (c.2 million workforce) through crisis using financial
The Board has five independent non-executive Directors
support and support centres. CWC provides support
and has commenced a recruitment programme to recruit
through one-off crisis grants, COVID-19 Emergency Fund
a sixth director with asset management skills to reflect the
and a Mental Health Support Programme.
scale of the portfolio, the growth of expertise within the
Investment Adviser and to assist with succession planning
Little Sprouts in the future. Both skills and diversity will be important
Little Sprouts promotes the health and wellbeing of considerations with this recruitment.
communities through delivery of targeted cooking and
food education workshops, surplus food collection, Summary
and other activities. The charity places a particular
Care for the vulnerable being delivered in homes or
focus on supporting deprived communities where the
small residential settings in the community to promote
socio-economic position – housing, employment, or
independent living and better social outcomes is clearly
education – has had a massive contributory effect on
the long term focus of Government policy in this sector
well-being and health. It has also provided meals for those
with considerable cross-party support. In this objective,
with mental health issues affected by the pandemic.
the private sector, both in terms of service delivery and
investment, has a pivotal and essential role to play. Civitas
‘A Place For Me’ is at the forefront of this investment and brings the skills
The Company has from its inception been very keen to and experience required to further expand the delivery of
understand how residents living and moving into homes this critical service and to be influential in enhancing the
owned by Civitas benefit from their environment, the development of sector counterparties.
quality of care they received, what benefits they and their
We remain committed to generating growth and
family derive and how society and the taxpayer benefits.
enhancing shareholder value through socially impactful
We have rigorously challenged ourselves to ensure the ethical investing. We are passionately committed to
social impact of the Company is maximised and measured ensuring this is maintained for the long term.
independently through the Good Economy and Social
Profit Calculator.
We worked with a journalist and photographer who
published a book ‘A Place For Me’ which tells the stories of Civitas Investment Management
50 residents who live in Civitas properties. The interviews Limited
were carried out on site and in person and have also
involved families, care workers and other stakeholders. Investment Adviser
The book was published in December 2021, and we believe
it is the largest independent project ever carried out into 29 June 2022
the lives of those with learning disabilities and mental
health issues. The book is co-sponsored by a major care
provider.
19
Civitas Investment Management
A Growing Team of Specialists

Throughout the pandemic, CIM has continued an active recruitment programme aimed at increasing the levels of
resource and expertise within the team. Of particular focus has been the dedicated Asset Management team which
is charged with maintaining the quality of the CSH portfolio and working closely with Approved Providers and other
sector entities including care providers.
During the year to March 2022 a number of senior recruits have joined the team. The Asset Management team is led
by Tom Falconer, a former local authority SSH commissioning officer. This has been part of a broader recruitment
programme. Selected profiles are set out below:
Asset Management
Matthew Filkin, Investment Advisory Director
Previously COO at Almacantar (Property investment and development company)
Matt has over 20 years of real estate experience covering investment, development, finance
and corporate matters. At CIM, he has an active day-to-day involvement in the operations
of the existing investment strategies working closely with the asset management team to
provide a broad real estate overview. He is also engaged with a number of specific asset
management projects.
Tom Falconer, Head of Asset Management

Previously Group Property Manager at Lifeways (leading UK specialist care provider)
Tom is a former local authority commissioner with over 12 years’ experience in asset
management, specialist housing delivery, together with health and social care integration
across the UK. At CIM, Tom leads the asset management team, working closely with local
authorities and housing associations supporting them in their requirement to meet the demand
for SSH and residential care accommodation.
Sean Corney, Director, Asset Management

Previously an executive within Savills’ Asset Management Team
Sean is a specialist in the delivery of asset management with over 20 years’ experience within
the property industry, including supported living and care environments. He is an Associate of
the Royal Institute of Chartered Surveyors (RICS) and a member of the Institution of Residential
Property Management (IRPM). At CIM as part of the asset management team he is responsible for
the oversight of capital works that supports the enhancement of the Company’s portfolio.
Portfolio Management
Connell Grogan, Senior Portfolio Manager
Previously Senior Portfolio Manager at Resonance Ltd (leading specialist impact investor)
Connell is a Chartered Surveyor and experienced senior portfolio manager with over
20 years’ experience in real estate. He has worked previously with a leading impact fund
manager with a focus on homelessness and specialist supported housing. At CIM, Connell
works within the asset management team focusing on delivering enhancements to the
property portfolios.
20
Civitas Investment Management continued

& GOVERNANCE
Charles Reid, Partnership Officer
Previously Lead Housing Benefit Officer at London Borough of Southwark Council
Charles is a housing benefit specialist with a 30-year track record in assessing housing benefit
claims and appeals across many of the largest London local authorities. At CIM, he works
within the asset management team to assist property due diligence and to support the work
of Approved Provider partners in determining housing benefit claims and setting appropriate
rent levels.
Daryl Quarry, Senior Portfolio Manager

Previously Head of Change & Transformation at Falcon Housing Association C.I.C.
Daryl has worked within the social housing sector for over 16 years in business development and
change management. Daryl works collaboratively with the asset management team to support
Approved Providers in implementing software and developing internal processes to contribute to
achieving optimal performance as part of increased independence.
Finance and Operations
Dipesh Devchand, Group CFO
Previously Managing Director, Head of Fund Finance & Operations for ICG plc
(FTSE 100 listed alternative asset manager)
Dipesh has over 20 years’ experience in finance at a senior strategic level within a financial
services and investment management environment. At CIM Dipesh leads the finance function,
working closely with CIM’s founders and shareholder partners to deliver the strategic mission
of the group. He brings a wealth of experience covering financing, regulatory reporting,
taxation and operational matters.
Siu-Wai Ng, Commercial Director

Previously Partner, Global Head of Product Development at BlueBay Asset Management
Siu-Wai has over 20 years of experience in the investment management industry, bringing
products to market and building business platforms in both public and private asset classes.
At CIM, she is the Commercial Director with her remit encompassing all aspects relating to
the implementing and administering of new fund launches, assisting in the design of new
commercial strategies.
Nazlin Nazri, Associate Director

Previously Head of Financing Reporting at Tritax Group
Nazlin has over fifteen years of experience in real estate finance, including financial reporting
under various GAAPs, financial management, group consolidation and fund accounting. At
CIM, she works within the finance team as an associate director on Civitas Social Housing PLC.
21
Asset Management Case Studies
As part of the ongoing active management of the CSH portfolio, CIM has developed an extensive asset management
resource that covers all the key disciplines that are apparent within specialist supported housing and the residential
care sectors.
Capital works are undertaken on a rolling basis with much of the work being undertaken around the time of initial
acquisition and paid for by the original vendors as part of the purchase agreement. This ensures that appropriate
adaptations are made to deliver a bespoke property that is suitable for the user’s needs over the long term. Capital
works are also undertaken, from time to time, during the life of the property, with some or all of the costs being borne by
CSH, where it is deemed appropriate to undertake improvement works or repositioning of the asset. In some cases this
also leads to an immediate uplift in rent roll and a commensurate increase in capital values.
Set out below are a number of examples of projects that have been undertaken.
Mill Lane, Weeley Heath, Clacton-on-Sea (5 beds)

Successful transformation project to support house tenants with challenging behaviours. The property required
enhancements relating to energy efficiency, improved security, carefully constructed wet rooms, specialist furniture
and redesigned layouts to assist the care provider in supporting the new tenants. This asset was acquired as part of a
wider portfolio; plans were already in place with the care provider and local authority commissioner to undertake minor
configuration works with some notable enhancements given that it was a much needed service in the local authority
area. The care provider contributed to the overall cost of the works to demonstrate the long term commitment to the
service.
Enhancements within the asset are highlighted below, and notably the energy performance improved from an E rating to
a B rating for the purpose in which the asset is being used for C2 requirements.
New wet rooms and a New suitable furniture

specialist spa bath throughout
EPC rating from

an E to a B
New boiler and

heating system
New stud walls

and insulation
Communal lounge
Staff and
security office
New kitchens
New flooring and

decoration throughout Communal dining area and sensory room
22
Asset Management Case Studies continued

Delrose House, Southampton (9 beds)
The care provider approached CSH seeking permission to undertake a ● Redecoration
refurbishment program within specific areas of the property. Its plan was to ● New flooring in the majority of the
move tenants from one type of care service to another for long-term rooms and communal space
full occupancy. ● Communal bathroom
refurbishment
& GOVERNANCE
The works were approved by CSH and paid for in full by the care provider.
● New kitchen, repairs to subfloor,
These included general redecoration and replacement flooring to enhance
new flooring
appearance, works to the lift to permit disabled access, refurbishment of wet
rooms and replacement kitchens to be suitable for use by the tenants. ● Repairing and replacing subfloors
in certain bathrooms
Internal disabled access lift. New flooring and access Fully accessible bathroom
control system. refurbished to doc M
building regulations.
Heathfield Apartments, Swansea (15 beds)
The property is situated close to the centre of Swansea, overlooking the city ● External overhaul and
centre towards the harbour. Given the close proximity to the city centre it refurbishment
provides easy access for staff, tenants and family members. ● New windows and doors installed
● Rendering replaced and
Following the acquisition of this asset in 2019 an overhaul of the exterior was
redecorated
planned to enhance the external appearance and make some minor repairs,
● Roof upgraded whilst scaffolding
including the rendering and decoration. The initial stages of works were
in place
covered by the vendor, with the care provider enhancing some of the internal
parts of the building as part of a planned internal refurbishment. ● New ramp fitted externally for an
additional fire escape route
CIM on behalf of CSH completed a review of the works and undertook some ● Redecoration to internal areas
further enhancements to key areas of the higher elevations of the building with affected by propping equipment
the aim of futureproofing areas of the roof, rendering, windows and decoration.
This should prevent disruption at the property in the upcoming years.
CSH provided some additional investment into the asset as part of the wider
scope of works to allow the additional enhancements to happen and deliver
an asset of a higher standard to the care provider and tenants. This is a prime
example of positive collaborative working to achieve a desired outcome.
23
Corporate Social Responsibility Report
Sustainability The Board comprises three male and two

female non-executive Directors. Throughout the year,
The business model of the Company is to provide long-
the Company complied with the Hampton-Alexander
term suitable homes for individuals with care needs;
Review’s target of a minimum 33% representation of
acting in a sustainable manner is key to achieving
women on FTSE 350 boards.
this aim. Properties that are owned by the Company
are tailored to meet the future needs of the tenants The Board is aware of the recommendations of the
and, where required, are actively asset managed Parker Review, which will be taken into consideration as
to provide long-term functionality and value to the part of the Board’s succession planning. See Corporate
wider community. Governance Statement on page 67.
Environment The Board of Directors of the Company’s subsidiaries,

During the investment due diligence phase, the Company which are non-operational, each comprise one female
looks closely at the environmental impact of each and up to four male Directors.
potential acquisition, and encourages a sustainable
approach for maintenance and upgrading properties. Human Rights
Through collaborating with specialist developers and Given the Company’s turnover for the year under review,
vendors, the high standards the Company expects from it now falls within the scope of the Modern Slavery
each investment in the care-based housing sector is Act 2015. The Company published its modern slavery
adopted by other companies in the sector. statement on 22 September 2021.
Once within the portfolio, the properties of the Company The Board is satisfied that, to the best of its knowledge,
are actively managed, and the Investment Adviser the Company’s principal advisers, which are listed in
assesses whether there are opportunities to improve the the Company Information section, comply with the
environmental efficiency of the properties, in addition to provisions of the UK Modern Slavery Act 2015.
other asset management initiatives. Further details can
be found on pages 45 to 55. The Company’s business is solely in the UK and therefore
is considered to be low risk with regards to human
The Board has considered the requirements to disclose rights abuses.
the annual quantity of emissions; further detail on this is
included in the Report of the Directors on page 61. Community and Employees
The Company’s properties enable the provision of care
Diversity to some of the most vulnerable people in the community,
The Company does not have any employees or office ensuring safe and secure accommodation, tailored to
space and, as such, the Company does not operate a meet individual care needs. The Company has increased
diversity policy with regards to any administrative and the provision of care-based housing, bringing new
management functions. supply to the sector and providing homes to over 4,500
people. All of the Company’s properties enable the
Whilst recognising the importance of diversity in the provision of high levels of care, generating local jobs and
boardroom, the Company does not consider it to be helping to support local economies.
in the interest of the Group and its shareholders to set
prescriptive diversity criteria or targets. The Board has The Company has no employees and accordingly no
adopted a diversity policy in respect of appointments requirement to separately report on this area.
to be made to the Board and will continue to monitor
diversity, taking such steps as it considers appropriate The Investment Adviser is an equal opportunities
to maintain its position as a meritocratic and diverse employer who respects and seeks to empower each
business. The Board’s objective is to maintain effective individual and the diverse cultures, perspectives, skills
decision-making, including the impact of succession and experiences within its workforce.
planning. All Board appointments will be made on merit
and have regard to diversity regarding factors such as
gender, ethnicity, skills, background and experience. See
Corporate Governance Statement on page 67.
24
Section 172 (1) Statement and

Stakeholder Engagement
Overview Long-term Success
The Directors’ overarching duty is to act in good faith and The strategy of the Company can be found on pages
in a way that is most likely to promote the success of the 34 to 37. Any deviation from, or amendment to, that
Company as set out in section 172 of the Companies Act strategy is subject to Board and, if necessary, shareholder
2006. In doing so, Directors must take into consideration approval. The Company’s business model, which can be
the interests of the various stakeholders of the Company, found on page 34, provides that the Board considers the
the impact the Company has on the community and the long-term consequences of its investment decisions.
& GOVERNANCE
environment, take a long-term view on consequences
of the decisions they make, as well as aim to maintain a The Company grants long-term leases, generally 20 years
reputation for high standards of business conduct and in length, to its tenants. The Company seeks to maintain
fair treatment between the members of the Company. lasting relationships with its tenants and supports its
tenants in adapting properties to meet their needs,
Fulfilling this duty naturally supports the Company particularly improving and enhancing properties. Further
in achieving its investment objective and helps to details can be found on pages 45 to 55.
ensure that all decisions are made in a responsible and
sustainable way. In accordance with the requirements Stakeholders
of the Companies (Miscellaneous Reporting) Regulations
A company’s stakeholders are normally considered to
2018, the Company explains how the Directors have
comprise its shareholders, its employees, its customers,
discharged their duties under section 172 below.
its suppliers as well as the wider community in which the
To ensure that the Directors are aware of, and company operates and impacts. The Company is different
understand, their duties, they are provided with the in that as an investment trust it has no employees and,
pertinent information when they first join the Board in terms of suppliers, the Company receives professional
as well as receiving regular and ongoing updates and services from a number of different providers, principal
training on the relevant matters. Induction and access among them being the Investment Adviser.
to training is provided for new Directors. They also
Through regular engagement with its stakeholders,
have continued access to the advice and services of the
the Board aims to gain a rounded and balanced
Company Secretary, and when deemed necessary, the
understanding of the impact of its decisions. Feedback
Directors can seek independent professional advice. The
from stakeholders is gathered by the Investment Adviser
Schedule of Matters Reserved for the Board, as well as
in the first instance and communicated to the Board in its
the Terms of Reference of its committees, are reviewed
regular quarterly meetings and otherwise as required.
regularly and further describe Directors’ responsibilities
and obligations and include any statutory and regulatory The importance of stakeholders is taken into account
duties. The Audit and Management Engagement at every Board meeting, with discussions involving
Committee has the responsibility for the ongoing review careful consideration of the longer-term consequences
of the Company’s risk management systems and internal of any decisions and their implications for stakeholders.
controls and, to the extent that they are applicable, risks The following section explains why these stakeholders
related to the matters set out in section 172 are included are considered of importance to the Company and the
in the Company’s risk register and are subject to periodic actions taken to ensure that their interests are taken into
and regular reviews and monitoring. account by the Board as part of its decision making.
25
Stakeholder Engagement continued
Our stakeholders Key areas of interest How we engage
Shareholders ● Current and The Board welcomes shareholders’ views and places great importance
Continued future financial on communication with the shareholders of the Company. The Board is
shareholder performance responsible for the content of communication regarding corporate issues
support and ● Strategy and and for communicating its views to shareholders. The Board aims to ensure
engagement are business model that shareholders are provided with sufficient information to understand
critical to the the risk/reward balance to which they are exposed by the holding of
● Corporate
existence of the shares in the Company. Active engagement with shareholders is carried out
governance
business and the throughout the year and regular communication is undertaken to ensure that
delivery of the ● ESG performance they understand the performance of the business. The Board is committed
long-term strategy and sustainability to maintaining open channels of communication and to engaging with
of the business. ● Climate Change shareholders in a manner which they find most meaningful, in order to gain
● Dividend an understanding of the views of shareholders. These channels include:
Annual General Meeting – The Company welcomes and encourages
attendance, voting and participation from shareholders at the AGM, at which
shareholders have the opportunity to meet the Directors and Investment
Adviser and to address questions to them directly. The Investment Adviser
attends the AGM and provides a presentation on the Group’s performance and
its future outlook. The Company values any feedback and questions it may
receive from shareholders ahead of and during the AGM and takes action,
as appropriate.
At the Company’s AGM on 22 September 2021, the Company received votes
representing 27.11% against Resolution 13, the additional 10% pre-emption
resolution. In compliance with the AIC Code of Corporate Governance, the
Board released an announcement on 16 March 2022 outlining how it, via the
Company’s Brokers, had engaged with those shareholders who had voted
against the resolution. It understood that these shareholders followed PIRC’s
or their own internal recommendation to vote against this resolution as
when combined with the standard 10% pre-emption disapplication resolution
it would have resulted in the Company having authority to issue up to
20% pre-emptively.
For the 2022 AGM, which will be held on 15 September 2022, the Board hopes
that shareholders will be able to attend in person. Arrangements for the AGM
will be released in August 2022 and will take account of the latest Government
guidance and advice at the time of publication of the Notice.
Publications – The Annual Report and Half-Year Results are made available
on the Company’s website. These reports provide shareholders with a clear
understanding of the Group’s portfolio and financial position. In addition to the
Annual and Half-Year Reports, regularly updated information is available on
the Company website, including quarterly factsheets, key policies, the investor
relations policy and details of the investment property portfolio. Feedback and/
or questions the Company receives from the shareholders help the Company
evolve its reporting aiming to render the reports and updates transparent and
understandable.
Shareholder meetings – Shareholders are able to meet with the Investment
Adviser and the Company’s Joint Brokers throughout the year and the Investment
Adviser provides information on the Company on the Company’s website.
Feedback from all shareholder meetings with the Investment Adviser and/or the
Joint Brokers, and shareholders’ views, are shared with the Board on a regular
basis. The Chairman and other members of the Board, including the Senior
Independent Director and Chair of the Audit and Management Engagement
Committee, are available to meet with shareholders to understand their views on
governance and the Company’s performance where they wish to do so.
26

& GOVERNANCE
Shareholders ● Current and Shareholder concerns – The Board gives due consideration to matters
Continued future financial raised by shareholders. In the event shareholders wish to raise issues or
shareholder performance concerns with the Board or the Investment Adviser, they are welcome
support and ● Strategy and to write to the Company at the registered office address set out on
engagement are business model page 137. Other members of the Board are also available to shareholders
critical to the if they have concerns that have not been addressed through the normal
● Corporate
existence of the channels.
governance
business and the
delivery of the ● ESG performance During the year, the Board noted that several activist shareholders had
long-term strategy and sustainability taken a short position in the Company’s shares. In response to this, the
Board sought to engage with shareholders directly as well as through
of the business. ● Climate Change
the Company’s Brokers and Investment Adviser. Following this, the Board
● Dividend
published a paper to provide detailed responses to the questions which
were raised by the activist shareholders as well as specific responses to
the allegations made by the short sellers.
Investor relations updates – The Board regularly monitors the

shareholder profile of the Company. With the majority of shareholders
being a combination of institutional investors and private client brokers,
the Board receives regular updates on investors’ views and attitudes
from the Company’s Brokers and the Investment Adviser. The results of
these meetings are reported to the Board as part of the formal reporting
undertaken by both the Investment Adviser and Brokers.
Included in the Report of the Directors on page 60 are details of

substantial shareholdings in the Company.
On a regular basis (sometimes weekly) and at Board meetings, the

Directors receive updates from the Company’s Brokers on the share
trading activity, share price performance and any shareholders’ feedback,
as well as an update from the Company’s Investor Relations adviser,
Buchanan, and the Investment Adviser on any publications or comments
by the press. To gain a deeper understanding of the views of its
shareholders and potential investors, the Investment Adviser maintains
regular contact with them and also undertakes investor roadshows.
Any relevant feedback is taken into account when Directors discuss any
possible fundraising or the future dividend policy.
27
Investment ● Current and The management of the Company’s portfolio is delegated to the
Adviser future financial Investment Adviser, which manages the assets in accordance with
Holding the performance the Company’s objectives and policies. At each Board meeting,
Company’s shares ● Shared representatives from the Investment Adviser are in attendance to present
offers investors commercial reports to the Directors covering the Company’s current and future
an investment objectives with activities, portfolio of assets and its investment performance over the
vehicle through the Company preceding period.
which they can
● Operational Maintaining a close and constructive working relationship with the
obtain exposure
excellence Investment Adviser is crucial as the Board and the Investment Adviser
to the Company’s
portfolio of ● Long-term both aim to continue to achieve consistent long-term returns in line
properties. The development of with the Company’s investment objective. Important components of the
Investment its business and culture of both the Company and the Investment Adviser are:
Adviser’s resources
● operating in a fully supportive, co-operative and open environment
performance ● ESG performance
and maintaining ongoing communication with the Board between
is critical for and sustainability
formal meetings;
the Company
to successfully ● encouraging open discussion with the Investment Adviser, allowing
deliver its time and space for original and innovative thinking;
investment ● recognising that the interests of stakeholders and the Investment
strategy and Adviser are for the most part well aligned, adopting a tone of
meet its objective constructive challenge;
to provide ● drawing on Board members’ individual experience and knowledge to
shareholders support the Investment Adviser in its monitoring of and engagement
with an attractive with other stakeholders; and
level of income,
● willingness to make the Board members’ experience available to
together with
support the Investment Adviser in the sound long-term development
the potential for
of its business and resources, recognising that the long-term health
capital growth.
of the Investment Adviser is in the interests of shareholders in the
Company.
Other service ● Current and The Company’s main functions are delegated to a number of service
providers future financial providers, including the Administrator, the Company Secretary, the AIFM,
In order to performance the Registrar, the Corporate Brokers and the Depositary, each engaged
function as a REIT ● Shared under separate contracts. The Board maintains regular contact with its
with a premium commercial key external providers and receives regular reporting from them, both
listing on the objectives with through the Board and Committee meetings, as well as outside of the
London Stock the Company regular meeting cycle. Their advice, as well as their needs and views,
Exchange, the are routinely taken into account. Through its Audit and Management
● Operational
Company relies on Engagement Committee, the Board formally assesses their performance,
excellence
a diverse range of fees and continuing appointment at least annually to ensure that the
reputable advisers ● Long-term key service providers continue to function at an acceptable level and
for support development are appropriately remunerated to deliver the expected level of service.
in meeting of the service The Audit and Management Engagement Committee also reviews and
all relevant providers’ evaluates the control environment in place at each key service provider.
obligations. businesses
Sustainability
●
28

& GOVERNANCE
Care providers ● Current At the outset, it is important to note that the Company does not have
and future any legal or operational responsibility for the delivery of care in the
performance properties within the portfolio. However, the Board and the Investment
● Welfare of Adviser have taken the view that they wish to have a detailed
tenants understanding of the delivery of care and the interaction with the major
care providers who deliver this care. Accordingly, the Investment Adviser
● Lease obligations
maintains an active dialogue with many of the care providers to build
● Void constructive and informed relationships.
management
At the same time, as part of transaction due diligence at the time of
acquisition of properties, the Investment Adviser undertakes due
diligence with respect to the operational and financial performance of
all care providers who are proposed to deliver care into the particular
properties. This includes the financial standing of the care provider, its
CQC rating and the nature of the SLA agreement covering voids between
the care provider and the Approved Provider.
The Investment Adviser is noted as having demonstrated considerable

expertise and understanding of the care taking place within its
properties.
Tenants ● Greater The Company’s properties are adapted for the use of individuals with
independence long-term care needs within a community setting with the specific
● Maintaining high aim of achieving better personal outcomes and independence for the
level of care individuals.
● Improved The sector in which the Company operates is regarded as having
personal achieved significant success in delivering these positive outcomes
outcomes compared to long-term older style remote institutional care.
On a regular basis, members of the Investment Adviser visit properties

accompanied by Approved Provider and care provider partners to see
first hand the nature of the housing and care provision that is being
delivered. Whilst this process has slowed as a result of the pandemic,
the Investment Adviser has continued to engage with its tenants. This
is supported by the regular Approved Provider seminars at which the
wellbeing of tenants is discussed in detail.
In March 2022, the Board undertook a site visit to a number of the

Company’s properties. The Board found this visit beneficial as it enabled
it to engage with the Company’s tenants and to see first hand the impact
the Company has had on their wellbeing.
In addition, the Company undertakes resident case studies through

careful and considered interaction via the care provider to assess the
positive impact our properties and associated specialised care have had
on the individual and their wellbeing.
29
Approved ● Current The Company’s Approved Provider partners are an important part of the
Providers and future investment model as the responsibility for collection of housing benefit
performance and subsequent payment of rent, the maintenance of the properties
● Sustainability under the full repairing and insuring leases and, most importantly, the
safeguarding of the underlying tenants through the above means, lies
● Compliance
with the Approved Providers.
and property
management The Investment Adviser works closely with the Company’s Approved
● Welfare of Provider partners to improve standards and governance and to introduce
tenants practices and procedures that make the Company’s investment processes
● Lease obligations ever more robust.
The Investment Adviser has a regular open dialogue with the Approved
Provider partners, liaising monthly on compliance, health and safety,
maintenance and future-proofing schemes, as well as hosting quarterly
seminars to discuss current themes/ trends affecting the sector, to
troubleshoot and this serves as an opportunity to build relationships and
share best practice.
The Investment Adviser has continued its regular and extensive dialogue
with Approved Providers which since the start of the pandemic includes
detailed reports on pandemic responsiveness. These reports have shown
a high degree of resilience to the pandemic with few serious cases of
COVID-19 reported due to the quality of the buildings people live in, the
attention and dedication of the one-to-one care they receive and the age
profile of the residents.
The Investment Adviser supported the establishment of The Social

Housing Family CIC, a not-for-profit community interest company
operated independently of the Company whose stated aim is to enable
Approved Providers holding the Company’s leases to increase skills and
experience and to provide funding to promote enhanced performance.
Membership is open to any Approved Provider that holds Civitas leases
and the effect of membership is to transfer ownership of the Approved
Provider to the social housing family. Auckland Homes Solutions was the
first Approved Provider to join and has now recruited a very experienced
and senior executive team and board of management. Qualitas
community benefit society has also joined the CIC.
30

& GOVERNANCE
Regulator of ● Financial and The Company is not itself regulated by the RSH, but it is important to
Social Housing operational maintain open and regular dialogue to ensure that the Company and the
(RSH) viability RSH are working together to improve the sector.
● Governance
The Investment Adviser has a regular and ongoing dialogue with the RSH
● Compliance with and with the Approved Provider partners regulated by the RSH.
health and safety,
and regulatory The Company also publishes responses to the regulatory judgements of
standards the RSH regarding the Approved Providers working with the Company as
● Safety and part of the RSH’s general review of Approved Providers engaged in the
wellbeing of provision of property services for vulnerable people as announced
underlying in May 2018. This demonstrates the Company’s desire to maintain a
tenants dialogue with the RSH and its desire to see that the positions improve
where needed.
Other regulatory ● Compliance The Company regularly considers how it meets various regulatory and
authorities with statutory statutory obligations and follows voluntary and best practice guidance,
The Company can and regulatory and how any governance decisions it makes can have an impact on
only operate with requirements its shareholders and wider stakeholders, both in the shorter and in the
the approval of ● Governance longer-term.
its regulators who based on best
have a legitimate The Board receives quarterly regulatory compliance monitoring updates
practice guidance
interest in how from the Investment Adviser.
● Better reporting
the Company
to shareholders The Board receives quarterly compliance updates from the AIFM regarding
operates in the
and other the Company’s compliance with its investment policy and the Investment
market and treats
stakeholders Adviser’s compliance with the Investment Management Agreement.
its shareholders.
The Board also has access to the advice of the Company Secretary who
provides updates and advice on regulatory, statutory and governance
matters for consideration by the Board at its quarterly meetings and as
and when required.
Local authorities Provision of It is important for the Company to build and maintain relationships with
●
safe and secure local authorities as they have an important role in identifying areas of
properties of a high demand, agreeing rents and referrals to the Company’s schemes.
high quality
The Company will engage with the local authority commissioner either
● Sustainability
directly, or through specialist consultants, Approved Provider and care
for long-term
provider partners as part of the Company’s due diligence to ensure that
placements
each property being acquired has been commissioned by the relevant
local authority and that rent levels have been discussed and agreed.
31
Lenders ● Current and The Company has arranged debt facilities from a wide range of lenders
Availability of future financial and engages with these on a regular basis through regular meetings and
funding and performance of presentations to ensure they are informed on all relevant areas of the
liquidity are the business business. The continual dialogue helps to support the credit relationships.
crucial to the ● Openness and
Company’s ability The Company has reaffirmed its Investment Grade High Credit Quality
Transparency
to take advantage Rating from Fitch Ratings Limited of “A” (senior secured) and a Long-Term
● Proactive IDR (Issuer Default Rating) of A- with a Stable Outlook.
of investment
approach to
opportunities as
communication This will enable the Company to pursue its strategy in relation to debt
they arise.
● Operational funding, in addition to continuing to work with the Company’s existing
excellence lenders, with whom the Company has built strong relationships.
Communities ● Acceptance A key component of the Company’s portfolio is that the properties within
The Company’s of care in the it are set within community environments so that individuals are able as
assets rely on a community part of their care plan to interact with the local community rather than
strong, positive ● Availability of being isolated.
connection local facilities for
with the local This is achieved in consultation with local authorities in determining
tenants
communities in that the initial settings are appropriately diversified within the respective
which its business community and are not clustered in a way that would lead to isolation.
operates.
This assists the individuals and also ensures appropriate integration
within the community. On a day-to-day basis, care providers and
Approved Providers operate policies to ensure positive relationships
with neighbours and surrounding dwellings. The activities within the
Company’s properties create employment within the local community for
both housing and care workers.
Charity partners ● Delivering The Company supports a number of organisations whose objectives
needed support are to provide improved outcomes for vulnerable adults affected by
to vulnerable homelessness and other care needs.
adults
The Company commits targeted financial support to fund specific
● Improved
programmes which help those affected by homelessness by teaching
well-being of
them skills and offering support to prevent them from being in that
vulnerable adults
position again.
● ESG performance
and sustainability The Company ensures regular calls and meetings with our charity
partners to update on progress and projects being undertaken, as well as
attending events in support of their work.
In 2020, the Company amended its investment objective and investment

policy to enable it to enter into long-term leases with the NHS and with
registered charities operating within areas of investment interest to the
Company. The amendments will allow the Company access to a wider
range of pipeline opportunities and will assist in providing the currently
unmet demand in these areas.
32

& GOVERNANCE
Principal Decisions Buyback Programme
Principal decisions have been defined as those that have During the year, the Board monitored the decline in the
a material impact to the Group and its key stakeholders. Company’s share price which, in its view, was associated
with activity from an activist short seller and subsequent
In taking these decisions, the Directors considered their press coverage, the content of which the Board continues
duties under section 172 of the Act. Principal decisions to believe to be baseless, incorrect and/or misleading.
made during the year were as follows: In response to the decline in the share price, the
Board agreed the implementation of a share buyback
New Regulatory Clause Initiative programme under certain parameters, which is being
In 2022, the Board considered and agreed a new operated by the Company’s joint brokers. The impact of
approach to the Company’s lease model with the goal share buybacks continue to enhance IFRS NAV per share
of supporting additional regulatory compliance and by 0.26p at 31 March 2022.
addressing perceptions of risk. The new regulatory
Further information on the Company’s buyback
clause will enable Approved Providers to achieve greater
programme can be found on page 59.
alignment between income receipts and lease liabilities,
set achievable capital solvency requirements against
lease obligations and demonstrate a further degree of Agreement with E.ON to reduce
risk sharing. This will assist the Company’s counterparties carbon footprint
to demonstrate compliance with the Regulator of Social
Housing’s Governance and Financial Viability Standard In June 2021, the Company entered into a national
(refer to page 17). framework agreement with energy provider E.ON to
undertake environmental enhancements that would help
The new regulatory clause would operate on a property to reduce the carbon footprint of the Company’s portfolio.
by property basis and provide for a temporary pass The agreement was focused on those properties with
through of lease rent in certain limited circumstances lower EPC ratings and formed part of the Company’s
when an Approved Provider is not in receipt of full objective to reach carbon neutrality. The agreement built
payment and would ensure that the Company does on successful pilot projects already undertaken by the
not become responsible for obligations that are rightly Company and E.ON. It benefits the Company’s Approved
owed by others such as void cover by care providers. Provider and other non-for-profit partners by reducing
The new regulatory clause will provide the Company maintenance cost and energy bills without any costs
with counterparties which are better able to achieve being incurred by them and enabling them to contribute
regulatory compliance, enhanced information, step in to a reduced carbon footprint.
rights and unchanged lease and property values.
The project draws on the ECO3 funding scheme, and
Publication of Market Update the maintenance costs benefited from the Domestic
Renewable Heat Incentive.
In response to the unfounded comments by an activist
short-seller who took up a position in the Company’s
shares, the Board took the decision to publish a Market
Update paper on 11 October 2021 to provide a detailed
response and also address principal areas of discussion
that had been brought out in conversations with
shareholders.
The Company and CIM have continued to make

themselves available to speak and meet with both new
and existing shareholders following the release of the
detailed market update.
Both the Board and representatives of the Investment

Adviser continue to be available to engage with

shareholders.
33
Strategic Overview
Purpose of the Company The Company is focused on delivering capital growth

The Company was established in 2016 with the purpose and expects to hold its Portfolio over the long term and
of delivering long-term responsible, stable returns to therefore it is unlikely that the Company will dispose
investors and achieving positive measurable social of any part of the Portfolio. In the unlikely event that a
impact and ESG benefits on a large scale. It should part of the Portfolio is disposed of, the Directors intend
achieve this as a result of introducing long-term equity to reinvest proceeds from such disposals in assets in
capital into the social housing sector with a particular accordance with the Company’s investment policy.
focus on care-based community housing. By doing so,
this would form a bridge between equity investors and Investment Restrictions
the social housing sector and bring together aspects of The Company invests and manages the Portfolio with the
healthcare with social housing. objective of delivering a high quality, diversified Portfolio
through the following investment restrictions:
The Company has since developed the largest portfolio
of care-based community housing in the UK that provides ● the Company only invests in Social Homes located in
long-term homes for more than 4,500 individuals across the United Kingdom;
half the local authorities in England and Wales. ● the Company only invests in Social Homes where the
As a result of this success, the Company has recently counterparty to the lease or occupancy agreement is
extended its mandate to be able to enter into an Approved Provider;
transactions directly with the NHS and with leading ● no lease or occupancy agreement shall be for an
charities with an interest in the provision of specialist unexpired period of less than 10 years, unless the
housing that has a strong care or support element, is shorter leases or occupancy agreements represent
consistent with public policy and whose costs are met by part of an acquisition of a portfolio which the
the public purse for which it offers value for money. Investment Adviser intends to reorganise such that
the average term of lease or occupancy agreement is
Investment Objective increased to 15 years or above;
The Company’s investment objective is to provide ● the aggregate maximum exposure to any single
shareholders with an attractive level of income, together Approved Provider is 25% of the Gross Asset Value,
with the potential for capital growth from investing in a once the capital of the Company is fully invested;
portfolio of Social Homes, which benefits from inflation ● no investment by the Company in any single
adjusted long-term leases or occupancy agreements with geographical area, in relation to which the houses
Approved Providers and to deliver, on a fully invested and/or apartment blocks owned by the Company are
and geared basis, a targeted dividend yield of 5% per located on a contiguous or largely contiguous basis,
annum1, which the Company expects to increase broadly exceeds 20% of the Gross Asset Value of the Company;
in line with inflation. ● the Company only acquires completed Social Homes
and will not forward finance any development of new
Investment Policy Social Homes;
The Company’s investment policy is to invest in a ● the Company does not invest in other alternative
diversified portfolio of Social Homes throughout investment funds or closed-end investment
the United Kingdom. The Company intends to meet companies; and
the Company’s investment objective by acquiring, ● the Company is not engaged in short selling.
typically indirectly via Special Purpose Vehicles,
The investment limits detailed above apply at the time of
portfolios of Social Homes and entering into long-term
the acquisition of the relevant investment in the Portfolio
inflation adjusted leases or occupancy agreements
once fully invested. The Company would not be required
for terms primarily ranging from 10 years to 40 years
to dispose of any investment or to rebalance the Portfolio
with Approved Providers, where all management
as a result of a change in the respective valuations of its
and maintenance obligations will be serviced by the
assets.
Approved Providers. The Company will not undertake
any development activity or assume any development or
Gearing Limit
construction risk. However, the Company may engage in
renovating or customising existing homes, as necessary. The Directors seek to use gearing to enhance equity
returns. The level of borrowing is set on a prudent basis

The Company may make prudent use of leverage to for the asset class and seeks to achieve a low cost of
finance the acquisition of Social Homes and to preserve funds, whilst maintaining the flexibility in the underlying
capital on a real basis. security requirements and the structure of both the
Portfolio and the Company.
1 The dividend yield is based on the original IPO price of 100 pence per Ordinary share. The target dividends are targets only and do not represent a profit forecast.
There can be no assurance that the targets can or will be met and should not be taken as an indication of the Company’s expected or actual future results.
Accordingly, potential investors should not place any reliance on these targets in deciding whether or not to invest in the Company or assume that the Company
will make any distributions at all, and should decide for themselves whether or not the target dividend yields are reasonable or achievable.
34
Strategic Overview continued

& GOVERNANCE
The Company may, following a decision of the Board, REIT Status
raise debt from banks and/or the capital markets and the
The Directors conduct the affairs of the Company so as to
aggregate borrowings of the Company is always subject
enable it to remain qualified as a REIT for the purposes
to an absolute maximum of 40% of Gross Asset Value
calculated at the time of drawdown. Current gearing is of Part 12 of the Corporation Tax Act 2010 (and the
34.43%. regulations made thereunder).
Debt is secured at asset level, whether over a particular Culture

property or a holding entity for a particular series of
The Directors agree that establishing and maintaining
properties, without recourse to the Company and also
a healthy corporate culture among the Board and in its
potentially at Company level with or without a charge
interaction with the Investment Adviser, shareholders
over the Portfolio (but not against particular assets),
and other stakeholders will support the delivery of its
depending on the optimal structure for the Company and
purpose, values and strategy. The Board seeks to promote
having consideration to key metrics including lender
a culture of openness, debate and integrity through
diversity, cost of debt, debt type and maturity profiles.
ongoing dialogue and engagement with its service
Otherwise there will be no cross-financing between
providers, principally the Investment Adviser.
investments in the Portfolio and the Company will not
operate as a common treasury function between the As detailed in the Corporate Governance Statement,
Company and its investments. the Company has a number of policies and procedures
in place to assist with maintaining a culture of good
Use of Derivatives governance, including those relating to diversity and
The Company may choose to utilise derivatives for Directors’ conflicts of interest. The Board assesses and
efficient portfolio management. In particular, the monitors compliance with these policies as well as the
Directors may engage in full or partial interest rate general culture of the Board through Board meetings and,
hedging or otherwise seek to mitigate the risk of interest in particular, during the annual evaluation process which
rate increases on borrowings incurred in accordance is undertaken by each Director (for more information, see
with the gearing limits as part of the management of the the performance evaluation section on page 70).
Portfolio. The Board’s culture itself is one of openness,
collaboration and constructive debate to ensure the
Cash Management effective contribution of all Directors, particularly in
Until the Company is fully invested, and pending respect of the Board’s decision making. Consideration
re-investment or distribution of cash receipts, the of our Stakeholders is embedded in the Board’s decision
Company invests in cash, cash equivalents, near cash making process. Please see our section 172 Statement on
instruments and money market instruments. page 25.
Key Performance Indicators (“KPIs”)
Measure Explanation Result
Increase in IFRS Target to achieve capital appreciation whilst IFRS NAV increase of 12.3p per share 12.60%
NAV per share maintaining a low risk strategy from enhancing from IPO (2021: 10.3p per share 10.56% from IPO).
the quality of cash flows from investments, by
physical improvement of properties and by
creating a significantly diversified, high-quality
portfolio.
Dividends per For the year ended 31 March 2022, the Company Total dividend of 5.55p per share declared for the
share targeted a dividend of 5.55p per share. year to 31 March 2022 (2021: 5.40p).
Number of Local Target risk mitigation through a diversified As at 31 March 2022:
Authorities, portfolio (once fully invested) with no more ● 178 Local Authority partners (2021: 164 Local
Approved than 25% exposure to any one Local Authority or Authority partners)
Providers and single Approved Provider and no more than 20%
● 18 Approved Providers (2021: 16 Approved Providers)
care providers exposure to any single geographical area, once
the capital of the Company is fully invested. ● 130 Care Providers (2021: 118 Care Providers)
The Company’s largest single exposure is to

Auckland Home Solutions CIC and currently
stands at 16% (2021: 24%). The largest geographical
concentration is in the South West, being
16% (2021: 16%).
Loan to Targeted total debt drawn no more than 40% of Leverage as at 31 March 2022 of 34.43% of gross
Gross Assets gross assets. assets (2021: 34.48%).
(Leverage)
35
EPRA
The Company is a member of the European Public Real Estate Association (“EPRA”). EPRA has developed and defined
the following performance measures to give transparency, comparability and relevance of financial reporting
across entities which may use different accounting standards. The Company is pleased to disclose the following
measures which are calculated in accordance with EPRA guidance. These are all Alternative Performance measures of
the Company.
EPRA Earnings EPRA Net Reinstatement EPRA Net Tangible Assets EPRA Net Disposal
Definition
Value (“NRV”) (“NTA”) Value (“NDV”)

Earnings from operational
EPRA NAV metric which EPRA NAV metric which EPRA NAV metric
activities.
assumes that entities never assumes that entities buy which represents the
sell assets and aims to and sell assets, thereby shareholders’ value under
represent the value required crystallising certain levels of a disposal scenario,
to rebuild the entity. unavoidable deferred tax. where deferred tax,
financial instruments and
certain other adjustments
are calculated to the full
extent of their liability, net
of any resulting tax.
A key measure of a The EPRA NAV set of metrics make adjustments to the NAV per the IFRS financial
Purpose
company’s underlying statements to provide stakeholders with the most relevant information on the fair
operating results and an value of the assets and liabilities of a real estate investment company, under different
indication of the extent to scenarios.
which current dividend
payments are supported
by earnings.
EPRA Earnings EPRA NRV EPRA NTA EPRA NDV

Performance
£ £ £ £
2022 2022 2022 2022

29,810,000 673,416,000 673,416,000 678,191,000
2021 2021 2021 2021

30,630,000 674,042,000 674,042,000 671,476,000
2020 2020 2020 2020

28,814,000 671,042,000 671,042,000 667,560,000
EPRA Earnings per share EPRA NRV per share EPRA NTA per share EPRA NDV per share
(Basic and diluted) pence (diluted) pence (diluted) pence (diluted) pence
2022 2022 2022 2022

4.82 109.96 109.96 110.74
2021 2021 2021 2021

4.93 108.38 108.38 107.97
2020 2020 2020 2020

4.63 107.95 107.95 107.39
Past performance is not a reliable indicator of future performance. For detailed workings reconciling the above
measures to the IFRS results, please see Appendix 1 to these financial statements on pages 129 to 131.
36

& GOVERNANCE
EPRA Net Initial Yield EPRA Topped-up Net EPRA Costs Ratio EPRA Vacancy Rate
Definition
(“NIY”) Initial Yield (“NIY”)
Administrative and Estimated Market Rental
This measure incorporates operating costs (including Value (“ERV”) of vacant
Annualised rental income an adjustment to the and excluding costs of space divided by ERV of
based on the cash rents EPRA NIY in respect of direct vacancy) divided the whole portfolio.
passing at the balance the expiration of rent-free by gross rental income.
sheet date, less non- periods (or other unexpired
recoverable property lease incentives such as
operating expenses, discounted rent periods and
divided by the market stepped rents).
value of the property with
(estimated) purchasers’
costs.
Purpose
A comparable measure for portfolio valuations. A key measure to enable A ‘pure’ (%) measure of
These measures should make it easier for investors meaningful measurement investment property
to judge themselves, how the valuation of portfolio of the changes in a space that is vacant,
X compares with portfolio Y. company’s operating costs. based on ERV.
EPRA NIY EPRA Topped-up NIY EPRA Costs Ratio1 EPRA Vacancy Rate
Performance
% % % %
2022 2022 2022 2022
5.28 5.28 20.20 0
2021 2021 2021 2021

5.24 5.24 20.33 0
2020 2020 2020 2020
5.26 5.26 21.48 0
Past performance is not a reliable indicator of future performance. For detailed workings reconciling the above
measures to the IFRS results, please see Appendix 1 to these financial statements on pages 129 to 131.
1 The ratios inclusive of vacancy costs are the same as the ratio exclusive of vacancy costs for 2022, 2021 and 2020.
37
Principal Risks and Risk Management
The Board considers that the risks detailed below are the principal risks facing the Group currently, along with the risks
detailed in note 31.0 to the financial statements. These are the risks that could affect the ability of the Company to deliver
its strategy. The Board confirms that the principal risks of the Company, including those which would threaten its future
performance, solvency or liquidity, have been robustly assessed throughout the year ended 31 March 2022, taking into
account the emerging risks such as the evolving Ukraine-Russia conflict risk, climate change risk, cyber security risk and
recruitment of staff at counterparties risk, and that processes are in place to continue this assessment.
The Audit and Management Engagement Committee has divided the Company’s risks into the following risk type
categories:
● Strategy and Competitiveness;
● Operational, including Cyber Crime;
● Investment Management; and
● Accounting, Legal and Regulatory.
Each risk contained in each category is reviewed for its impact and probability by the Audit and Management
Engagement Committee at least twice during the year.
The Audit and Management Engagement Committee takes responsibility for overseeing the effectiveness of risk
management and internal control systems on behalf of the Board and advises the Board on the principal risks facing
the business.
Further details of risk management processes that are in place can be found in the Corporate Governance Statement
on pages 70 and 71. The principal and emerging risks and uncertainties relating to the Group are regularly reviewed
by the Board along with the internal controls and risk management processes that are used to mitigate these
risks. The Board has identified four new principal risks during the year (as set out in the list of principal risks and
uncertainties), with the risk associated with share price disruption due to an activist shareholder being identified as
having the highest impact and likelihood. The risk associated with the failure to monitor and ensure that contingent
activities are being completed by Approved Providers was removed as a principal risk by the Board during the year.
Further details on this and the other principal risks and the management of those risks are described below:
Very High 2
3 6
High 5 1
7 8 9
Impact
Medium 10 4
Low
Very Low
Very Very
Unlikely Possible Likely
unlikely Likely
Probability
38
Principal Risks and Risk Management continued

Principal Risks and Uncertainties
& GOVERNANCE
1. Strategy and Competitiveness risk Impact How managed/mitigated
The Company’s share price is The Company is targeted The Board is committed to maintaining Impact:
disrupted due to an activist by a short seller or activist open channels of communication with High
shareholder. shareholder leading to shareholders and engaging in ways
a fall in the Company’s shareholders find most meaningful, in
This risk was newly identified
share price and a order to gain understanding of shareholder Probability:
during the year.
widening of the discount views. Further information on the Board’s Likely
to NAV. engagement with shareholders can be
found on pages 25 to 33.
Significant numbers of
shares may need to be The Board seeks to provide full disclosure
repurchased leading to on the counterparties and the structure of
a fall in the size of the transactions so that all stakeholders are
company and liquidity kept reliably informed on the Company’s
implications. business dealings.
The Board regularly reviews the
Company’s buyback policy to ensure this
is in alignment with the interests of the
Company and shareholders. The Board
is also mindful of the possibility to issue
shares and regularly reviews its policy in
this area to ensure that it is consistent with
the Company’s strategy. It receives regular
updates from the Company’s brokers to
help inform its decisions in this regard.
2. Strategy and competitiveness risk Impact How managed/mitigated
The Company and its operations Any change in the The Company focuses on niche real estate Impact:
are subject to laws and regulations laws, regulations and/ sectors where it believes the regulatory Very high
enacted by national and local or government policy framework and underlying demand
governments and government affecting the Company dynamics to be robust.
policy. and its operations may Probability:
The Investment Adviser has strong industry
have a material adverse Unlikely
This risk remained at the same contacts and has good knowledge on
effect on the ability of the policy opinion and direction.
level as the year ended 31 March
Company to successfully
2021. The Board obtains regular updates
pursue its investment
policy and meet its from professional advisers to monitor
investment objective developments in regulation and legislation.
and on the value of the
Company and the shares.
3. Strategy and competitiveness risk Impact How managed/mitigated
As a result of competition from The rate of capital The Company has strong links with vendors Impact:
other purchasers of social housing deployment would drop, and a robust pipeline of future acquisitions. High
properties, the Company’s ability decreasing returns to
The Board regularly reviews the pipeline
to deploy capital effectively within shareholders.
of potential acquisitions and monitors the Probability:
a reasonable timeframe may be
market landscape. Unlikely
restricted or the net initial yields at
which the Company can acquire The Board is aware of the current
properties may decline such that competitive social housing market and
target returns cannot be met. recognises the impact this may have on
the Company’s ability to deploy capital

This risk remained at the same effectively.
2021.
39
4. Investment management risk Impact How managed/mitigated
Tenant defaulting under the terms Loss of rental income in The portfolio is highly diversified to reduce Impact:
of a lease. the short term. the impact of default. Extensive diligence is Medium
undertaken on all assets, which is reviewed
This risk remained at the same and challenged by the Board.
level as the year ended 31 March Probability:
The Investment Adviser works proactively
2021. Likely
with Approved Providers to address any
potential concerns.
The Board is provided with regular updates
on the tenants with any concerns raised for
discussion.
The Board has noted that the Company’s
historic level of defaults has been
immaterial.
The value of the investments made The valuation of the The Company invests in projects with Impact:
by the Company may change from Company’s assets would stable, predetermined, long-term leases in High
time to time according to a variety fall, decreasing the place with CPI or CPI plus 1% indexation
of factors, including movements NAV and yields of the and its strategy is not focused on sale of
in interest rates, inflation and Company. properties. Probability:
general market pricing of similar Possible
The Board receives regular updates on
investments.
factors that might impact investment
This was identified as a heightened valuations.
risk during the year.
Due diligence may not reveal all The Company would The Company undertakes detailed due Impact:
facts and circumstances that may overpay for assets diligence on the properties, their condition, High
be relevant in connection with an impairing shareholder the proposed rental levels – benchmarking
investment and may not prevent value, reducing rental against comparable schemes using both
an acquisition being materially income and therefore external consultants where required and Probability:
overvalued or rental streams being returns. its own proprietary database – and on the Unlikely
at risk. Approved Providers and care providers
involved in each property to ensure that the
This risk remained at the same purchase price is robust.
2021. The Board considers the due diligence
undertaken when approving acquisitions.
Loss of key staff at the Investment Negative investor The Board considers the risk of the Impact:
Adviser. sentiment leading to a Investment Adviser losing key staff and the High
reduction in share price. succession plans the Investment Adviser
This risk remained at the same Reduction in ability to has in place.
level as the year ended 31 March source off market and Probability:
The Board has noted the ongoing
2021. favourable deals. Unlikely
expansion of the Investment Adviser’s
support team.
8. Strategy and competitiveness Impact How managed/mitigated
The Company fails to respond to Decrease in the value of Regular review and consideration by Impact:
issues related to climate change, the Company’s assets and the Board including the input of climate High
either directly as enhancements a negative impact on the change specialists at the Investment Probability:
to properties or indirectly via its Company’s share price. Adviser. Unlikely
climate change reporting.
Advice received from external professional
This was a newly identified risk advisers.
during the year.
40

9. Operational, including cyber crime Impact How managed/mitigated
& GOVERNANCE
Serious accident or poor Reputational damage for Reporting from Approved Providers and Impact:
management amongst Approved the Company. monitoring of Approved Providers by the High
Providers due to staff shortages, Investment Adviser. Probability:
loss of competence and Unlikely
vaccination uptake.
This was identified as a heightened

10. Strategy and competitiveness Impact How managed/mitigated
The Company is not promoted in A reduction in the The Board monitors the marketing and Impact:
a way which generates investor Company’s share price distribution activity undertaken by the Medium
demand, especially with regard to Investment Adviser and the Corporate
and a widening of the Probability:
ESG focus. discount to NAV. Brokers at each meeting as well as Unlikely
receiving regular reports from its PR adviser
This was identified as a heightened Buchanan.
The Board utilises discount control
mechanisms to support promotional
activities.
The Board engages The Good Economy and
Social Profit Calculator and reports findings
to shareholders.
The Board considers ESG reporting in the
Annual Report and Accounts carefully.
Emerging risks Please see the Company’s ESG Report on pages 45 to 55

for further details.
Emerging risks are considered during the regular
risk review, and would be specifically discussed and he Listing Rules require premium-listed commercial
T
evaluated as they arise during the year. Input from the companies to disclose in their annual report whether
Investment Adviser on emerging risks is considered by they have reported on how climate change affects
the Audit and Management Engagement Committee. their business in a manner consistent with the
recommendations of the Task Force on Climate-related
Key emerging risks identified and considered during the
Financial Disclosures (‘TCFD’), and to provide an
year include:
explanation and other information if they are unable
● Ukraine-Russia Conflict – the impact of Ukraine- to do so. In addition, the UK Government intends to
Russia conflict. Although the Company has no direct introduce mandatory climate-related disclosures to
exposure to Russia or eastern European territories, the supplement the requirements under the Listing Rules. The
Board continues to closely monitor this. Board has chosen not to adopt the requirements early
and expects these to be applicable to the Company in the
● Long-Term Climate Change – the impact of climate
financial year 2024.
change, over the longer-term on the business. The
Company is committed to understanding ESG risk,
including the particular impact of climate change
on the business. Climate change poses an indirect
risk to the Company’s operations, the environment
and society, and the Board is aware that appropriate
action is required to reduce its impact.
● Cyber Security – the impact of a cyber security breach
within the Company or its service providers. During the
year, the Board was made aware of a minor data breach

within the Depository. The breach has had no impact
on the Company’s operations and no personal data was
compromised. The Board is satisfied that the Depository
has taken appropriate immediate remedial action and
has adequate safeguards in place.
41
Going Concern and Viability Statement
Going Concern If the Continuation Resolution is passed, the Company will

continue its business as presently constituted and propose
The Board regularly reviews the position of the Company
the same resolution at every fifth annual general meeting
and its ability to continue as a going concern at its
thereafter. If the Continuation Resolution is not passed, the
meetings. The financial statements set out the current
Directors will be required, within six months after the date
financial position of the Company.
of this annual general meeting, to formulate proposals
The Company acquires high-quality property with a for consideration by the shareholders for the voluntary
particular focus on property providing care for the long liquidation, unitisation, reorganisation, or reconstruction
term. The properties acquired are on long-term full of the Company. After making appropriate enquiries of the
repairing and insuring leases in a sector of the market Company’s brokers and Investment Adviser, pursuant to
with very high levels of need. The cost base of the their recent discussions with a number of the Company’s
Company is proportionately low compared to revenue shareholders, the Directors are of the view that the
and there is a high level of certainty over cost to be Continuation Resolution will be passed at the forthcoming
incurred. On this basis, the Company is expected to be annual general meeting. This reflects the strength and
viable well beyond the five-year term considered in the nature of the Company’s portfolio, and specifically the
Company’s testing below. provision of long-term accommodation for more than
4,000 vulnerable individuals. Accordingly, the Directors
As at 31 March 2022, the Company held cash balances of expect that if the Continuation Resolution is not passed,
£53.3 million (net of operating and financing amounts an event which the Directors consider to be highly remote,
due). The Board has evaluated the financial position formulating and implementing any such proposals would
of the Company and has maintained its premium require the Company to continue operations for a period
investment grade rating from Fitch Ratings Ltd – a well of at least 12 months from the date of approval of the
established rating agency with a strong familiarity to the Company’s financial statements.
alternative healthcare real estate space, which gives the
Company confidence in the ability to raise future debt The Board is, therefore, of the opinion that the going
and/or equity capital in order to fund the Company’s concern basis adopted in the preparation of the
investments for the long term and to facilitate the consolidated financial statements is appropriate.
payment of dividends to shareholders. Based on these,
the Board believes that the Company is in a position to Viability Statement
manage its financial risks. The Directors present the Company’s viability statement
Various forms of sensitivity analysis have been which summarises the results of their assessment of
performed, in particular the financial performance of the Company’s current position, its principal risks and
tenants and a reduction in rent. As at 31 March 2022, the prospects over a period to 31 March 2027.
rent would have to drop by approximately 29% before its The assumptions underpinning the forecast cashflows and
loan covenant is breached. At the date of approval of this covenant compliance forecasts were sensitised to explore
report, the Company has substantial headroom within the resilience of the Company to the potential impact of the
its financial loan covenants. The Company also benefits Company’s principal risks and uncertainties.
from a secure income stream from leases with long
average unexpired term leases. The prospects were assessed over a five-year period for
the following reasons:
Leverage is prudently maintained at a level of less than
40% of GAV. i) the Company’s long-term forecast covers a five-year
period;
The Company’s articles of association include a
requirement for the Board to propose an ordinary ii) the length of service level agreements between
resolution at the annual general meeting following the Approved Providers and care providers is typically five
fifth anniversary from the initial public offering of the years; and
Company for the Company to continue in its current form
iii) the Company’s leases are typically 25 years on fully
(the Continuation Resolution). This is the first continuation
repairing and insuring leases, enabling reasonable
vote since the Company was set up.
certainty of income over the next five years.
42
Going Concern and Viability Statement continued

The Company’s five-year forecast incorporates The Board has noted that the Company is due to hold
& GOVERNANCE
assumptions related to the Company’s investment strategy its first continuation vote at the AGM in September 22.
and principal risks from which performance results, cash This would be an ordinary resolution requiring approval
flows and key performance indicators are forecast. The from 50% of the shareholders voting. Further details as
principal risks are set out on pages 38 to 42. Of these risks, to how the Company has considered the impact of the
those which are expected to have a higher impact on the
continuation vote can be found in the Going Concern
Company’s longer-term prospects are those related to
future government housing policies. The Company has section on the previous page.
considered its strategy over a longer term and, in light
The remaining principal risks and uncertainties, whilst
of the inherent demand for the Company’s properties
and the vulnerable nature of the ultimate tenant, the risk having an impact on the Company’s business, are
of change in future housing policy is considered to be not considered by the Directors to have a reasonable
limited. The principal risks are mitigated by the Company’s likelihood of impacting the Company’s viability over the
risk management and internal control processes, which five-year period, therefore the scenarios outlined above
function on an ongoing basis. are the only ones that have been specifically tested.
The Board, via delegation to the Audit and Management Based on the results of their assessment, the Directors
Engagement Committee, monitors the effectiveness have a reasonable expectation that the Company will be
of the Company’s risk management and internal able to continue in operation and meet its liabilities as
control processes on an ongoing basis. The monitoring they fall due over the five-year period of their assessment.
activities are described in the Report of the Audit and
Management Engagement Committee on pages 62 to 65 Approval of Strategic Report
and include direct review and challenge of the Company’s
documented risks, risk ratings and controls, and review The Group Strategic Report was approved by the Board
of performance and compliance reports prepared by and signed on its behalf by:
the Company’s advisers and the independent external
auditors. Michael Wrobel
The Board of Directors has carried out a robust Chairman
assessment of the principal and emerging risks facing
the Company, including those that would threaten its 29 June 2022
business model, future performance, solvency and
liquidity. Where appropriate, the Company’s forecasts are
subject to sensitivity analysis, which involves applying
severe conditions and flexing a number of assumptions
simultaneously.
The sensitivities performed were designed to provide
the Directors with an understanding of the Company’s
performance in the event of severe but plausible
scenarios, taking full account of mitigating actions
that could be taken to avoid or reduce the impact or
occurrence of the underlying risks outlined below:
● 10% of tenants defaulting under a lease. The outcome
of this scenario reduces profits on average over the
five year forecast by 15% per annum and reduces cash
by £20 million. However, the Board is still comfortable
that dividends could be paid as there is still sufficient
level of cash in the business; and
● deterioration in economic outlook, change in
government housing policy which could impact the
fundamentals of the social housing sector, including
a negative impact on valuations and a 5% reduction
in annual rents. The outcome of the ‘severe downside
scenario’ was that the Company’s covenant headroom

on existing debt (i.e the level at which the investment
property values would have to fall before a financial
breach occurs) reduces by 13%, prior to any mitigating
actions such as asset sales, which indicates that
covenants on existing facilities would not be breached.
43
Environmental,
Social &
Governance
Environmental, Social & Governance
45 Energy Performance/SAP Ratings
46 The Portfolio’s Carbon Footprint
47 E.ON Project Results (Phase 1) and Next Steps
48 Case Study
49 Social Impact
50 ‘A Place For Me’
52 Social Impact – Charitable Partnerships
53 Governance – Indices
54 United Nations Sustainable Development Goals (“UN SDGs”) Alignment
55 Governance – Frameworks
44
Energy Performance/SAP Ratings

Carbon Reduction – EPC/SAP Ratings
Civitas Portfolio (domestic and non-domestic) Energy Performance
Certificates (EPC) – March 2022.
Alongside increasing supply of social housing for vulnerable adults, Civitas
continues to improve the overall energy performance, with a strong focus
& GOVERNANCE
on properties with EPC ratings D and E, through active asset management,
including property improvement works, renovations and scheduled
post-completion works.
Comparable EPC – Percentage distribution at 31 March 2022
A 0.2
B 13.6
C 38.4
D 35.2
E 12.5
F 0.0
G 0.1
As shown in the table below, the energy performance of Civitas portfolio compares favourably against the
performance across all housing tenures as reported in the 2020/21 English Housing Survey (EHS). Civitas SSH
properties have a larger proportion of detached and semi-detached properties compared to social rented and
private rented dwellings.
Comparable EPC/SAP Ratings

by tenure (%)1 (domestic/homes only)
Energy Performance Certification Band
Mean
SAP
A/B C D E F G Rating
Owner occupied 3.1 39.2 46.4 8.6 2.2 0.5 65.5

Private rented 2.4 39.4 44.3 9.6 3.4 0.9 64.7
Social rented 2.9 62.6 30.9 2.6 0.8 0.2 69.8

All tenures 2.9 43.2 43.4 7.8 2.2 0.5 66.1
Civitas domestic 11.5 38.0 37.3 13.1 0.0 0.1 66.6
1 Source: English Housing Survey, 2020 Energy efficiency rating bands by tenure (Annex Table 2.8) & Mean SAP rating by tenure (Annex Table 2.7).
45
The Portfolio’s Carbon Footprint
as at 31 March 2022
Tonnes (TCO2) per Civitas Tenancy
March 2022 March 2021

2.65 2.73
Source: Civitas retained EPC data
Energy Performance Certificates (EPCs) are detailed reports communal areas that are usually served by more complex
into the energy efficiency of a property or building. It heating and cooling systems.
requires trained assessors to examine the key items in the The energy assessment for non-domestic buildings takes
property such as any heating and cooling systems, the much longer than a domestic building to inspect, evaluate
presence and levels of the insulation, the type of glazing and produce. The inspection and data inputting is more
and material of the window frames, as well as the hot detailed than a domestic property and will include precise
water and lighting systems. EPCs are divided into two lighting type, building orientation, solar gain, window
further subcategories, Domestic and Non-Domestic. frames etc. Consequently, the resulting recommendations
Domestic EPCs illustrate the efficiency rating of are more detailed than with a domestic EPC.
self-contained houses and apartments. Non-Domestic,
provide ratings for buildings with more extensive
Civitas EPC Distribution (Domestic/Non-Domestic) – March 2022
Non-domestic/Higher Acuity Domestic/Homes

0.0
A 0.2
39.1
B 11.3
42.6
C 38.0
12.2
D 37.3
6.1
E 13.1
0.0
F 0.0
0.0
G 0.1
Source: Civitas retained EPC data
Domestic/Homes Non-domestic/higher acuity

These refer to dwellings, whether a house or apartment These are larger properties which generally have
where one heating system serves a single household. For additional specialist/communal facilities with higher
Civitas, these properties have specialist adaptations and energy use. This includes industrial kitchens, back house
care provision but are still regarded as domestic homes. facilities plus extensive rehabilitation services.
Domestic properties typically use less energy and have
lower carbon footprints than non-domestic/higher
acuity properties.
46
E.ON Project Results (Phase 1) and Next Steps

Following the successful environmental improvement ● future improvement opportunities, which should not
pilot studies, Civitas worked with E.ON to identify be blocked by more immediate projects
55 properties across the portfolio that could benefit ● opportunities for integrating energy measures with
from energy improvement measures including Solar PV other building work as required
(Solar Photovoltaics) panels. A framework agreement was
signed with E.ON in June 2021 to deliver enhancements This has enabled E.ON to provide improvement
at no cost to underlying Approved Provider partners and recommendations that are aligned with the long-term
Phase 1 commenced in August 2021 with detailed retrofit needs of the building and of its occupants.
& GOVERNANCE
surveys targeting initial measures including: Despite access constraints to protect vulnerable residents
● Cavity Wall Insulation at the properties during the COVID-19 restrictions, E.ON
surveyors completed 101 retrofit surveys as at 31 March
● Loft Insulation
2022. The number of surveyed properties was increased
● External Wall Insulation primarily to replace properties that were either deemed
● Air Source Heat Pump unviable for the proposed energy measures or where
● Solar PV and battery storage the measures were already in place but had not been
captured on the Energy Performance Certificates.
The initiative offered is a great opportunity for our
residents to really benefit from longer term savings on The completed surveys identified limited opportunities
energy bills – at no additional cost to them. Civitas is to cost-effectively undertake installation of External Wall
actively working towards a net zero target, and this is Insulation and Air Source Heat pumps during Phase 1.
another important milestone to lowering the portfolio The installation of solar PV and battery storage has been
carbon footprint, but to also ensure residents are getting completed at 14 properties with further installations
the most out of these free works. instructed at 29 properties but awaiting installation of
isolator switches. The Energy Regulator (OFGEN) stipulate
It was recognised at the onset that detailed consideration that isolator switches can only be installed by the bill
of each individual dwelling is the key to making large, payer’s energy supplier.
cost-effective carbon dioxide emissions savings. For
example, suitable sites for solar panels are usually on strong Civitas’ action is helping to reduce household energy bills
roof structures where the panels can be installed facing to its vulnerable residents and ease financial pressures
south to south-east and with a good means of access. particularly in the light of even steeper increases projected
to come into force in the Autumn when the energy price
The retrofit surveys and detailed assessments undertaken
cap is set to rise further. This is essential to help people
by E.ON have helped to refine the Phase 1 implementation with rising energy costs and to mitigate against rising
programme and identify the best method for reducing prices that could leave many vulnerable people in fuel
the total carbon dioxide emissions (and fuel costs) poverty.
associated with individual properties over the medium
or long term. Diagnoses has been broadened to include
consideration of:
The detailed retrofit surveys exercise
14 properties 20 properties 43 properties ADDITIONAL INFORMATION

101 properties
Completed Surveys Confirmed adequate Confirmed adequate Solar PV and Battery
CWI Insulations (post Loft Insulation (post Storage (completed/
retrofit surveys) retrofit surveys) underway)
“The delivery of the initial phase of the programme has strengthened the collaboration between E.ON and Civitas. The
learnings have built the solid foundation and road map to move forward with future deployment of energy saving
measures to achieve Civitas’ net-zero target.”
Mark Antcliff
Business Development Manager – E.ON Installation Services.
Environmental improvement
works underway
47
Case Study
Property
Hillcrest Bryn Derwen Lutterworth

Project Overview
Detached House – Detached House – Detached House –

5 bedrooms 6 x ensuite bedrooms 5 x ensuite bedrooms
Solar PV installation Solar PV installation following post Solar PV installation
acquisition works
Specification
11 x 320W all black panels 9 x 330W all black panels 10 x 320W all black panels
Solis 3.6 inverter Giv Energy 3.6W Hybrid inverter Solis 2.5 inverter
Giv Energy 5.2kWh battery
Approved Provider
Falcon Housing Association Bespoke Supportive Tenancies Trinity Housing Association
23%
CO2 REDUCTION
73%
CO2 REDUCTION
25%
CO2 REDUCTION
EPC
C (previously E) B (previously E) B (previously C)

SAP Score
70 (previously 52) 88 (previously 46) 84 (previously 77)
Clean Energy Strategy to achieve minimum EPC “A-C”

by 2030 – 5 years ahead of Government deadline.
2022 2024 2026 2028 2030

(Phase 4) (Phase 6) (Phase 8) (Phase 10)
Phase 2 Programme Improvement Measures:

● Commenced April 2022 ● Cavity Wall Insulation
2,000 TCO2
● c.120 measures across ● Loft Insulation Target Carbon
60 properties ● External Wall Insulation Emissions reduction
● Target to reduce carbon ● Air Source Heat Pump
emissions at 60 properties
● Solar PV and Battery Storage
by 25%
Government Grant Funding Sources:
● Social Housing Decarbonisation Fund
● Energy Company Obligation (ECO) 4
● Other Grants Anticipated
Towards Net Zero

48
Social Impact

Social Impact – Publication of The Good Economy Report – Published
June 2022
The Good Economy (TGE) – June 2022
TGE, independent social impact advisory firm, assessed Civitas’ performance against its stated
impact objective and the target outcomes to which the Company aims to contribute.
& GOVERNANCE
TGE considers that “The Fund is moving “Civitas’ portfolio provides homes “The retrofit effort should
Civitas has made a in a positive direction for people with an identified contribute to improving
positive contribution in its contribution to need for housing and support.” the energy efficiency of
to meeting its impact increasing the supply Civitas’ properties.”
objectives in the past of social housing.”
12 months.
Impact Objective Outcomes
Contribute
Towards
Social Need Supply Quality Wellbeing Value

Provide housing Increase the Improve the Improve the Offer value for
that meets an supply of quality of social wellbeing of money for the
identified social social housing housing residents public purse
need across the UK
particularly Civitas have worked 53% of respondents £3.51 is created
40% of residents for vulnerable with APs, signing reported an in social value
living in Civitas off on adaptions to improvement in for every £1
people
properties receive ensure properties their independence of annualised
over 50 hours of continue to meet the between investment
care per week. 41% of properties changing needs of their previous
new to social residents accommodation and
82% of residents housing at the point
their current home
aged between of acquisition 87% of respondents
20 and 49 reported that they
69% of properties were satisfied with
in the 40% most the quality of their
deprived local homes
authorities
49
Book Launch for “A Place For Me”
A Place For Me A Place For Me
Polly Braden & Sally Willi
‘A Place for Me’ challenges preconceptions and illustrates
how the provision of a decent home, with tailored care
and support, promotes the independence of some of the
most vulnerable people in our society. Through the lens
and words of the storytellers, it helps to highlight issues
so many could easily take for granted and hopefully
50 stories of finding home

stimulate fresh ideas that contribute to solutions.
The book launched at the Wellcome Trust on Tuesday,

7 December 2021 offered the opportunity to meet and
listen to some of the families and individuals at the
heart of the stories. The event didn’t disappoint – from
Polly Braden & Sally Williams
the 67 year old cover woman having her first keys to

her own home to David and Lauren – childhood friends
now engaged to be married. The common thread is
the unsung heroes – the carers and their families who
believed in them and became their advocates pressing
on against all odds.
“‘I love my job,’ says June, the manager of “David and Lauren chose
Cornwall Court. ‘I would work seven days their engagement ring
a week, because this isn’t just a job, you’re from F. Hinds, a jeweller
making such a difference to people.’ She is in Redditch. We threw
a great believer in the ethos of supporting a surprise engagement
people to live independently in the party for them at Lyn’s
community. ‘I’ve been in the world of care house at Christmas. David
Dewi Lewis Publishing
for 37 years and have seen a lot of older went down on one knee in
people put in institutions. Anyone who front of friends and family
was “mad” was locked up…and left under and proposed to Lauren
the radar. We’ve made such a difference officially. It was lovely. If
to Ruth,’ June continues. ‘She was buzzing everything goes fine, they’ll
the day she got into the bath on her own. get married in a few years.”
If things like that had happened when she
Lynne
was in her late teens, she could have been
living on her own now. She might have
been married.’”
June, Ruth’s manager
50
An extract from “A Place for Me”:

Hope (a pseudonym), 33 shortly after 10am on a snowy morning in the
winter of 2012, two policemen and two doctors knocked on the door of Hope’s
home in Consett, County Durham. Hope, then 24, was instructed to get in the
car. ‘I didn’t even have time to get ready,’ she says, now. Hope was sectioned.
She was driven for an hour to a psychiatric hospital where she was detained
in a locked ward. This was to be Hope’s home for five years. Hope grew up in
Stanley, near Gateshead, in County Durham, the second of four girls.
& GOVERNANCE
Her father worked in a fish and chip shop and her mother was a carer for
Hope’s grandmother. When she was seven, teachers began to suspect she Paul Bridge launched “A Place for Me”
had mild learning disabilities and she was moved to a special school. at the Wellcome Foundation
At 16 she found a class for young people with learning disabilities at a
mainstream college in Consett. But the size of the college was too much for
her, and she dropped out after a year.
In 2009, aged 21, Hope left home and moved into supported accommodation
in Stanley. She was evicted after two months. A resident hit her, and she gave
him a shove. ‘He went flying. He must have not been good on his feet.’ She
lasted two days in her second home. ‘I got sexually abused by one of the lads
living there,’ she says.
The third home was happier, and Hope settled down. But after a year or so,
Hope broke down during a session with her counsellor. It transpired she was
being groomed by a member of staff who had sexually assaulted her twice.
‘I thought he was a friend,’ she says.
By now she was in a fragile condition. ‘I was a mess. Lashing out, kicking out,
just really hurting people because everyone hurt me. I was constantly getting
arrested and going to court.’
She tried to take her life. After being admitted to the psychiatric hospital in
2012, she was diagnosed with paranoid schizophrenia, emotionally unstable
personality disorder, and post traumatic stress disorder. Hope was not a
docile patient. ‘I was angry with the world, I was upset. I had no-one to turn “Stories matter. Many stories
to.’ She saw her mother once a month, but, she says, ‘I didn’t see my dad or matter. Stories have been
sisters for nearly five years. I would just look at four walls, and think, what am used to dispossess and to
I fighting for? There was nothing, just that feeling of being sad, vulnerable malign, but stories can also
and lonely.’
be used to empower and to
In 2016, the hospital psychiatrists planned to transfer Hope to a high secure humanize. Stories can break
unit in Wales. But one consultant took her aside. ‘She said, “If you take your the dignity of a people, but
medication, do your counselling sessions, you could be out of here. If you stories can also repair that
carry on, you’ll be sent away.” She changed my life.’
broken dignity.”
In 2017, only a year later, aged 29, Hope was able to move into Clark House. (Chimamanda Adichie ‘The danger of
She lives in a one-bedroom flat on the ground floor, surrounded by her a single story’, TED Global 2009)
artwork and motivational quotes: ‘Believe in yourself. You can do it!’ ‘My social
worker said, “I’ll find a good, safe place for you” and honestly, I love it here,’
she says.
She likes drawing, making things, baking. Hope has a carer 24 hours a day.
‘Sometimes she’ll wake you in the night,’ says Michelle, her support worker,
‘because she’s having flashbacks and needs reassurance and we get up and
have a cup of tea. I don’t want people to go through what I went through, sad
with no hope,’ she says. ‘I thought there was nothing out there for me, until
I came here. Now, I want other people to know, there is a place out there for
you.’
51
Social Impact
Charitable Partnerships
The Company has supported and worked with the following charities since IPO:
Crisis
Crisis is a national charity for the homeless that works to provide vital support so that people
can rebuild their lives and are supported out of homelessness for good. Civitas has sponsored
Crisis over the last five years and the two organisations regularly collaborate on the emerging
knowledge required to undertake advanced homelessness schemes. These are vital to enable
people who have been at risk of or experienced homelessness to rebuild their lives but require
considerable care and support in addition to a safe home in the community.
The Choir with No Name

The Choir with No Name is an organisation that runs choirs for people who have experienced
homelessness and other forms of marginalisation.
• Big increase in average weekly attendance since return to indoor meetings post COVID-19
• New Cardiff Choir launched in November 2021
• Steady progress with establishment of new community choirs in Watford and Coventry.
The House of St. Barnabas

The House of St. Barnabas is a social enterprise member’s club that helps London’s homeless
people back into work, through its Employment Academy.
Employment Preparation Programme:
• 17 participants successfully graduated from EPP 18 and EPP 19
• 100% of graduates were successfully matched with a mentor
• Employment and Progression
• 33% of working graduates are earning London Living Wage
• 23% of working graduates are in good work and a good home
• 70% of mentor relationships with graduates last for at least 6 months
• HOSB have supported a total of 93 people over the year.
WISH
WISH is a membership-based network for women working across every discipline of UK housing,
with a focus on championing positive outcomes for women working in the sector. Civitas support
contributes to the championing of positive outcomes for women working in the sector.
Little Sprouts Health and Wellbeing Charity

Little Sprouts Health and Wellbeing Charity are dedicated to improving the health and
wellbeing of our community through cooking workshops, recipe bags, community food shops,
“check and chatter” programmes and surplus food collection and distribution. Civitas supports
little sprouts with the operational costs of the charity, particularly during COVID-19. The funds
were used to open a further community shop which uses food as an engagement tool to help
address physical, social, mental and financial issues.
The Care Workers’ Charity

The Care Workers’ Charity (CWC) exists to help care and support workers through crisis using
financial support and support centres. Civitas support funds training of up to 20 mental health
‘first aiders’ to provide one to each CWC member company, providing them with the training and
tools to provide better mental health support to the care workers.
52
Governance

Frameworks
In addition to the ESG indices, Civitas participates in the following frameworks
which don’t issue a grading.
& GOVERNANCE
Impact Management The Operating United Nations
Project Principles for Impact Sustainable
The Impact Management Project Management Development Goals
is a: The Operating Principles are a In 2015, UN countries adopted
• Global forum for building framework for investors for the the 2030 Agenda for Sustainable
consensus on how to measure, design and implementation Development and its 17
manage and report impact of their impact management Sustainable Development Goals
• Practitioner Community of systems: (‘SDGs’):
over 3,000 organisations and • Global forum for building • The SDGs call for worldwide
investors consensus on how to measure, action among governments,
• Provides a set of norms manage and report impact business and civil society to end
and a shared and holistic • Provides a set of norms poverty
understanding of impact and a shared and holistic • Create a life of dignity and
• Five core dimensions of impact: understanding of impact opportunity for all, within the
What? Who? How much? • Five core dimensions of impact: boundaries of the planet
Contribution and Risk. What? Who? How much? • No official process for
Contribution and Risk. supporting the SDGs
• Companies are encouraged to
select which goals are aligned
with their business activities
and report on how they are
working to achieve them.
Sector Specific
CSH is an early adopter of the Sustainability Reporting Standard for Social Housing (the Standard). The Standard,
developed through a collaboration between housing associations, banks, lenders and investors, has over 100
signed up early adopters and endorsers.
• Over 190 signed up adopters and 20 endorsers
• 12 themes and 48 criteria for ESG reporting by housing associations
• Qualitative and quantitative and are identified as core and enhanced requirements to demonstrate
strong ESG performance
• Will help the sector establish a credible, meaningful, and consistent approach to reporting its environmental,
social and governance (ESG) performance
• Aligned to international frameworks and standards including the United Nations Sustainable Development Goals
(UNSDGs), Global Reporting Initiative (GRI), SASB (Sustainability Accounting Standards Board), ICMA (International
Capital Market Association) and LMA (Loan Market Association) Principles
53
United Nations Sustainable Development
Goals (“UN SDGs”) Alignment
Impact Objectives UN SDGs
Providing high quality, energy efficient homes

Acquire High
incorporating adaptations for people with
Quality-Homes
lifelong care needs
Target properties which address the needs,

and improve health and wellbeing of
vulnerable individuals requiring a high level
of care
Local job creation during construction
Satisfy Social Need Employment via Approved Providers/
refurbishments and care providers on
responsible employment terms, including
living wage
Offer local apprenticeships and contribute to
local community events
Providing Value for Money for public care

and housing budgets by enabling vulnerable
Provide Value for Money
individuals to move out to institutional and
residential settings
Buy and convert existing and newly

Increase Supply completed properties from private to social
housing sector in perpetuity
Ensure Approved Providers and Care

Providers have the capability and capacity
to deliver high-quality service and outcomes
Build Quality Partnerships for residents over the long-term
Green lease terms to be agreed with the
counterparties
Adopt sustainability policy at governance level
Governance
Counterparty Governance
CIM, the Company’s Investment Adviser, has engaged actively with its Approved Provider partners throughout the last
year providing shared advice and learning through:
Weekly meetings with Monthly compliance Monthly and quarterly Regular seminars
key operational staff monitoring meetings to review
strategic priorities
and key performance
indicators
This counterparty engagement has ensured that CIM are able to proactively work with its Approved Providers with
any matters arising to support a continued high level of operational performance. This support builds on our
long-term relationship with the senior management and helping to build resilience within the organisations.
Monthly Seminars
CIM has continued to undertake monthly governance CIM hosts quarterly Approved Provider seminars on a
and health and safety monitoring across the portfolio. regular basis. The next seminar is expected to be held
in Q4 2022.
Approved Providers have demonstrated resilience
and continued high levels of compliance with health
& safety standards.
54
Governance

Indices
CIM’s implementation of the Board’s commitment to continuous improvement in its

approach to ESG integration remains core to the investment strategy. Over the last
year, we have engaged with ESG Rating Agencies such as GRESB (formerly Global
Real Estate Sustainability Benchmark), MSCI (Morgan Stanley Capital International),
Sustainalytics, and EPRA sBPR.
& GOVERNANCE
What is it? What is it? What is it? What is it?
GRESB is the leading MSCI ESG Ratings Sustainalytics measure EPRA sBPR Guidelines
sustainability benchmark provide insight into ESG how well companies provide a consistent
for the global real estate risks and opportunities proactively manage the way of measuring
sector. Assessments take within multi-asset class environmental, social sustainability
place annually and are portfolios. MSCI rate 7,000 and governance issues performance. The EPRA
guided by factors that companies according to that are most material sBPR are raising the
investors and the industry their exposure to industry to their business. It is standards and consistency
consider to be material significant ESG risks and based on a structured, of sustainability reporting
issues in the sustainability their ability to manage objective and transparent for listed real estate
performance of real those risks relative to methodology. The ESG companies across Europe.
asset investments. The industry peers. ratings provide an In recognition of property
benchmark assessment assessment on companies’ companies that have
covers more than 850 ability to mitigate successfully adopted the
property companies, risks and capitalise on EPRA BPR Guidelines and
REITs, fund and opportunities. which have submitted for
developers, are covered an assessment of their
within GRESB Public performance against the
Disclosure. guidelines, EPRA hold
annual EPRA BPR Awards.
The surveyed companies

are awarded either a Gold,
Silver, or Bronze Award.
How is CSH How is CSH How is CSH How is CSH

rated? rated? rated? rated?
• CSH achieved A score • CSH MSCI ESG rating of • CSH has an ESG Risk • CSH submission to EPRA
following the GRESB BB. Rating score of for assessment under
Public Disclosure • CIM has made relevant 16.6 (Low Risk) on the guidelines remains
Assessment 2021. policies available to Sustainalytics. under consideration.
• Peer Group Average MSCI and other rating
score of C. agencies through
• Improvement from B hosting on the CIM
score in previous year. website.
• CSH is in 3rd position • This should be reflected
within its Comparison in future rating
Group (UK Residential). assessment.
55
Corporate
Governance
Corporate Governance
57 Board of Directors
58 Report of the Directors
62 Report of the Audit and Management Engagement Committee
66 Report of the Nomination and Remuneration Committee
67 Corporate Governance Statement
73 Directors’ Remuneration Report
77 Statement of Directors’ Responsibilities
78 Alternative Investment Fund Managers Directive

80 Independent Auditors’ Report
56
Board of Directors

The Directors of the Company who were in office during the period and up to the
date of signing the financial statements were:
Michael Wrobel, Chairman

Michael has over 40 years’ experience in the investment
industry as a portfolio manager and running institutional
& GOVERNANCE
businesses and retail businesses at Fidelity and Gartmore. He
serves as a trustee director of the BAT UK Pension Fund, the Male 60%
Deutsche Bank UK pension schemes and as a trustee of the
Cooper Gay (Holdings) Limited Retirement Benefits Scheme. Female 40%
Michael has previously served as a Non-Executive Director of
several investment trusts and a number of industry associations.
Michael has an M.A. in Economics from Cambridge University.
Michael was appointed to the Board on 24 October 2016 and has

served as Chairman since his appointment.
Caroline Gulliver, Director
Caroline is a chartered accountant with over 25 years’ experience at Ernst & Young LLP, latterly as an
executive director before leaving in 2012. During that time, she specialised in the asset management
sector and developed extensive experience of investment trusts. She was a member of various technical
committees of the Association of Investment Companies. She is also a non-executive director and audit
committee chair for JP Morgan Global Emerging Markets Income Trust plc, International Biotechnology
Trust plc and abrdn European Logistics Income plc.
Caroline was appointed to the Board on 24 October 2016 and has served as Audit and Management
Engagement Committee Chairman since her appointment.
Peter Baxter, Director

Peter has over 30 years’ experience in the investment management industry. He is a director of Snowball
Impact Management Ltd, a social impact investment organisation, and a trustee of Trust for London, a
charitable foundation. He is also a non-executive director of BlackRock Greater European Investment
Trust plc. Previously, he served as Chief Executive of Old Mutual Asset Managers (UK) Ltd, and has
worked for Schroders and Hill Samuel in a variety of investment roles. He holds an MBA from London
Business School and is an associate of the Society of Investment Professionals.
Peter was appointed to the Board on 24 October 2016 and is the Senior Independent Director.
Alastair Moss, Director

Alastair is a property development lawyer with over 20 years’ experience and is Co-Head of Real Estate
at Memery Crystal. He was a non-executive director of Notting Hill Genesis Trust. He is also a former
Chairman of the Investment Committee of the City of London Corporation, its Property Investment Board
and its Planning and Transportation Committee. He is a Trustee of Marshall’s Charity. He has also been
a board member of Soho Housing Association and was a member of the Area Board of CityWest Homes.
He was a Councillor at Westminster City Council for 12 years, including his tenure as Chairman of the
Planning & City Development Committee.
Alastair was appointed to the Board on 24 October 2016.
Alison Hadden, Director

Alison has over 30 years’ experience in the housing industry and has held a number of Executive
positions at several major housing associations, including CEO at Paradigm Housing. In these roles, she
has worked with many of the stakeholders in the industry, including the Regulator of Social Housing.
She is currently a non-executive director and Vice Chair of Yorkshire Housing, a 20,000-home housing
association operating in the Yorkshire area, Vice Chair and a member of the Governance Committee of
Peaks and Plains Housing and Chair of Heyford Regeneration a for-profit Housing Association operating
in the Cherwell area.
Alison was appointed to the Board on 21 November 2019.
57
Report of the Directors
The Directors present their Report and the audited consolidated financial statements
for the year ended 31 March 2022.
Principal Activities No Director is under a contract of service with the

Company and no Director or any persons connected
The Company is a closed-ended investment company
with them had a material interest in the transactions
and is a REIT which was incorporated in England and
and arrangements of the Company. Details of Directors’
Wales on 29 September 2016. The Company is the holding
remuneration are set out in the Directors’ Remuneration
company of a number of subsidiaries and its Ordinary
Report on pages 73 to 76.
shares were admitted to trading on the Main Market
of the London Stock Exchange on 18 November 2016. The beneficial interests of the Directors in the securities
The Company invests in properties or property-holding of the Company are set out in the Directors’ Remuneration
SPVs, either directly or via a wholly-owned subsidiary, Report on page 76.
in accordance with the Company’s investment objective
and policy. Through their Letters of Appointment, the Company
has provided indemnities to the Directors, to the extent
Business Review permitted by law and the Company’s Articles, in respect
of liabilities which may arise in connection with claims
A review of the business and future developments is relating to their performance or the performance of the
contained in the Chairman’s Statement and Investment Company whilst they are Directors. There are no other
Adviser’s Report. The principal risks and uncertainties are qualifying third party indemnities in force.
detailed on pages 38 to 42. See note 33.0 for a summary of
the post balance sheet events. The general powers of the Directors are contained
within the relevant UK legislation and the Company’s
Results and Dividends Articles of Association. The Directors are entitled to
exercise all powers of the Company, subject to any
The results for the year are shown on page 3.
limitations imposed by the Articles of Association or
The following dividends were paid on the Ordinary applicable legislation. As set out on page 59, the Articles
shares during the year: of Association may only be amended by way of a special
resolution of shareholders.
Fourth Quarterly 1.35p per share
dividend paid on 11 June 2021
Capital Structure
First Quarterly 1.3875p per share Issue of shares
dividend paid on 10 September 2021 At the AGM held on 22 September 2021, the Directors were
Second Quarterly 1.3875p per share authorised to issue equity securities up to an aggregate
dividend paid on 13 December 2021 nominal amount of £1,244,922 (being approximately 20% of
the issued Ordinary share capital).
Third Quarterly 1.3875p per share
dividend paid on 11 March 2022 The Company was also authorised to disapply
pre-emption rights in respect of equity securities and
Since the year end, the Company has declared the to issue equity securities for cash up to an aggregate
following dividend: nominal amount equal to £622,461 (being approximately
10% of the issued Ordinary share capital).
During the year, 565,000 Ordinary shares were issued
Fourth Quarterly 1.3875p per share
from Treasury under these authorities. These shares were
dividend paid on 28 June 2022
issued at a price of not less than the net asset value per
share at the time of issue plus an amount to cover the
No final dividend is being recommended on the Ordinary cost. Following these transactions, the Company held no
shares. shares in treasury.
Directors The equity issuance was made with a view to balancing

the premium to NAV and satisfying market demand for
The members of the Board are listed on page 57.
additional shares in the Company.
All Directors served throughout the period under review.
At the AGM held on 22 September 2021, the Company
The Board consists solely of non-executive Directors, sought approval for a resolution to disapply pre-emption
each of whom is independent of the Investment Adviser. rights on an additional 10% of the Company’s issued
The Company has no executive directors or employees. Ordinary share capital. This resolution failed as votes
representing 27.11% of the total votes cast were received

In accordance with Board policy, all Directors will retire against it.
and, being eligible, will stand for re-election at the AGM.
Following the AGM, the Company, via its corporate
Performance evaluation of the Board, its Committees and brokers engaged with its largest shareholders who had
individual Directors is carried out in accordance with the voted against this resolution.
procedure set out on page 70.
58
Report of the Directors continued

The Board understands that these shareholders followed Transfers of shares
& GOVERNANCE
PIRC’s or their own internal recommendation to vote
There is no restriction on the transfer of the Company’s
against this resolution as when combined with the
shares other than transfers to more than four joint
standard 10% pre-emption disapplication resolution it
transferees and transfers of shares which are not fully
would have resulted in the Company having authority to
paid up or where the transferor or any other person
issue up to 20% of its own shares pre-emptively.
whom the Company reasonably believes to be interested
At the AGM in 2022 the Board proposes to seek in the transferor’s shares has been duly served with a
shareholder approval for a standard 10% pre-emption notice pursuant to section 793 of the Companies Act 2006.
disapplication resolution.
There are no special rights with regard to control
The authority to issue shares will expire at the conclusion attached to securities; no agreements between holders
of the forthcoming AGM. Proposals for the renewal of of securities regarding their transfer known to the
the Directors’ authority to issue shares will be set out in Company; and no agreements which the Company
the Notice of AGM for 2022, which will be circulated to is party to that might affect its control following a
shareholders in due course. successful takeover bid.
Purchase of own shares Articles of Association

At the AGM held on 22 September 2021, the Directors The Company’s Articles of Association may only be
were granted the authority to buy back up to 93,306,960 amended by a special resolution at a general meeting of
Ordinary shares, being 14.99% of the Ordinary shares in the shareholders.
issue at the time of the passing of the resolution.
As at the date of signing this Report, the total voting
During the year, as the Company’s share price fell rights of the Company was 610,736,380.
below Net Asset Value per share, the Board instigated
a share buyback programme, under which a total of Management Arrangements
10,025,000 shares have been purchased into treasury as at
31 March 2022. Investment Adviser
The Board has appointed the Investment Adviser, Civitas
The authority to buy back up to 93,306,960 shares will
Investment Management Limited, to provide investment
expire at the conclusion of the forthcoming AGM, when
advice and to asset manage the property portfolio
a resolution for its renewal will be proposed. Further
and the associated day-to-day activities, including
information will be contained in the Notice of AGM,
management of tenanted properties and marketing
which will be circulated to shareholders in due course.
activities. CIM is a specialist investor in social housing
property, with a focus on specialist social housing and
Current share capital has extensive experience in social housing and real
As at 31 March 2022, there were 622,461,380 Ordinary estate investment.
shares in issue, of which 10,025,000 shares were held in
treasury. The total voting rights of the Company as at The duties of CIM include the sourcing of investment
31 March 2022 was 612,436,380. opportunities that meet the investment criteria of the
Company, controlling the acquisition of approved
properties, asset management of all properties within
Shareholder Rights the portfolio, ongoing monitoring of the properties and
tenants, maintaining compliance with all relevant rules
Ordinary shares and regulations, and providing marketing and investor
Each Ordinary shareholder is entitled to one vote on a relations services to the Company.
show of hands and, on a poll, to one vote for every Ordinary
share held. The right to attend and vote at general meetings Details of the fees payable to the Investment Adviser are
of the Company may be restricted where a shareholder has described in note 8.0 of the financial statements. The
failed to provide information pursuant to a notice served basis for the calculation of the Investment Adviser’s fees
under section 793 of the Companies Act 2006. The Ordinary is based upon the IFRS NAV.
shares carry the right to receive dividends declared by The agreement with CIM is terminable on not less than 12
the Company. Provided the Company has satisfied all of its months’ notice by either party, such notice not to expire
liabilities, during a winding-up of the Company, the holders earlier than 30 May 2024.
of Ordinary shares are entitled to all of the surplus assets of
the Company. The performance of the Investment Adviser has
been reviewed on an ongoing basis throughout the

period by the Board at its quarterly meetings. A formal
annual evaluation is also carried out by the Audit and
Management Engagement Committee.
59
The Board considers a number of factors including Review of Service Providers

investment performance, the quality and quantity of
The performance of the service providers is reviewed
investment opportunities presented, the skills and
on an ongoing basis throughout the period by the
experience of key staff and the capability and resources
Audit and Management Engagement Committee and
of the Investment Adviser to deliver satisfactory
formally once a year. The Committee considers a number
performance for the Company. The Board is satisfied with
of factors including performance of duties, the skills
the performance of the Investment Adviser and considers
and experience of key staff, and the capability and
its continued appointment to be in the best interests of
resources of the service provider to deliver satisfactory
the Company and its shareholders.
performance for the Company. The Board is satisfied with
the performance of the service providers appointed by
AIFM the Company and considers their continued appointment
G10 Capital Limited (“G10” or the “AIFM”) has been to be in the best interests of the Company and its
appointed as the Company’s AIFM with effect from shareholders.
24 August 2017. The AIFM currently receives a monthly
fee of 2.7 basis points of the total Company NAV for Substantial Shareholdings
its services and the agreement is terminable on three
At 31 March 2022, the Company had been informed of
months’ notice by either party.
the following disclosable interests in the share capital of
the Company:
Depositary
Indos Financial Limited was appointed as the Company’s Number of Percentage of
Depositary with effect from 1 June 2018. The Depositary Ordinary Total Voting
shares Rights
provides cash monitoring, safekeeping and asset
verification and oversight functions as prescribed by the Investec Wealth & Investment Limited 62,135,615 10.15
Alternative Investment Fund Managers Directive. The Skandinaviska Enskilda Banken AB 56,483,034 9.22
Depositary receives an annual fee of £59,000, net of VAT, Standard Life Aberdeen plc 30,492,544 4.98
plus 0.006% of the first £350 million of any new equity
capital raised per annum and 0.003% of further equity Massachusetts Financial 30,300,144 4.95
raised per annum, subject to a maximum fee of £150,000 Services Company
per annum. The agreement is terminable on six months’ BlackRock Inc. 21,299,476 3.48
notice by either party.
Administrator Continuation Vote

The Company has appointed Link Alternative Fund In accordance with its Articles, the Board will propose an
Administrators Limited (“Link”) as the Administrator ordinary resolution that the Company should continue in
of the Company and its subsidiaries, with effect from its current form to shareholders at the AGM to be held on
28 February 2018, to undertake the accountancy and other 15 September 2022, and at the AGM held every five years
administrative duties of the Company. Link is a specialist thereafter. If the resolution is not passed, the Directors are
administrator for investment funds, providing support required to formulate proposals to be put to shareholders
functions and expertise tailored for this industry. within six months of such resolution being defeated for
the voluntary liquidation, unitisation, reorganisation or
The Administrator receives a fixed base fee for the reconstruction of the Company.
provision of its services to the Company as well as an
entitlement to additional variable fees for duties relating Listing Rule 9.8.4
to corporate activities. The agreement is terminable on at The listing rule 9.8.4 outlines a series of requirements for
least six months’ notice by either party. listed companies to disclose certain items. The Directors
The duties of the Administrator include the maintenance confirm that there are no disclosures required in relation
of all Company and subsidiary books and records, to Listing Rule 9.8.4.
excluding those maintained by the Investment Adviser,
monitoring compliance with applicable relevant rules
and regulations and other administrative duties as
required.
Company Secretary
Link Company Matters Limited was appointed as the

Company Secretary to the Company with effect from
28 March 2018. The Secretary receives a fixed fee for the
provision of its services to the Company. The agreement
was for an initial period of one year and thereafter
automatically renews for successive periods of 12 months,
unless terminated by either party on at least six months’
notice.
60

Financial Instruments The following charitable donations were agreed during
& GOVERNANCE
the year:
The Company utilises financial instruments in its
operations. The financial instruments of the Company at
31 March 2022 comprised trade receivables and payables, Charity Donation
other debtors, cash and cash equivalents, non-current Choir with No Name £15,000
borrowings, current borrowings and derivatives. Little Sprouts £5,000
Other than its fixed interest rate debt facilities, it is the WISH £6,000
Directors’ opinion that the carrying value of all financial Total £26,000
instruments on the Consolidated Statement of Financial
Position is equal to their fair value.
Independent Auditors
For a more detailed analysis of the Company’s financial In the case of each Director in office at the date the
risk management, please refer to note 31.0 of the financial Report of the Directors is approved:
statements.
● so far as the Director is aware, there is no relevant
Greenhouse Gas Emissions audit information of which the Group and Company’s
The Board has considered the requirements to disclose auditor is unaware; and
the annual quantity of emissions in tonnes of carbon ● they have taken all the steps that they ought to have
dioxide equivalent for activities for which the Company taken as a Director in order to make themselves aware
is responsible. The Board believes that the Company of any relevant audit information and to establish that
has, from a formal reporting perspective, no reportable the Group and Company’s auditors are aware of that
emissions as this reporting falls under the lessees’ information.
responsibility as part of the terms of their fully repairing
PricewaterhouseCoopers LLP has expressed its
and insuring leases; emissions produced from either
willingness to continue to act as auditor of the Company
the registered office of the Company or from the offices
and a resolution for its re-appointment will be proposed
of other service providers are deemed to fall under the
at the 2022 Annual General Meeting.
responsibility of other parties; and the Company has not
leased or owned any vehicles which fall inside the scope
of the GHG Protocol Corporate Standard. In relation to
Corporate Governance
the Streamlined Energy and Carbon Reporting (SECR), The Corporate Governance Statement, the Report of the
implemented by The Companies (Directors’ Report) and Audit and Management Engagement Committee and the
Limited Liability Partnerships (Energy and Carbon Report) Directors’ Remuneration Report form part of the Report of
Regulations 2018, for the year ended 31 March 2022 the the Directors.
Group is considered to be a low energy user.
Approval
Regardless of the obligations of other parties, the
The Report of the Directors has been approved by the
Company takes the issue of environmental enhancement
Board.
and emissions seriously as part of its overall ESG strategy
and is evaluating the portfolio, working with housing By order of the Board
managers, to consider where it can bring about further
enhancements and improvements.
Further details can be found in the Environmental, Social
and Governance report on pages 45 to 55. Link Company Matters Limited
Company Secretary
Charitable Donations
29 June 2022
In addition to its direct investments, the Company plays
a broader part within the communities in which it
works. Whilst recognising the practical limitations that
all financial investors face, Civitas supports voluntary
organisations that are active within the broader housing
and homelessness environment. Civitas also intends, as
part of its broader financial and operational reporting, to
provide a commentary on the positive social change
and impact that results from the investments that have

been made.
61
Report of the Audit and Management
Engagement Committee
Introduction Meetings
The Audit and Management Engagement Committee (the The Committee meets twice a year; on both occasions,
“Committee”) oversees the financial reporting process for part of the meeting is held with the external auditor
the Company, with consideration of the internal controls without the Investment Adviser present. The Committee
and risk management of the Company, and oversight of met twice in the financial year and the meetings were
the Company’s compliance with accounting standards attended by each member as set out on page 69.
and regulatory requirements. It also oversees the
performance of the Investment Adviser and the Company’s Performance Evaluation
administrative and company secretarial support.
The process for the evaluation of the performance of the
Committee is disclosed on page 70.
Composition and role of the Audit and
Management Engagement Committee Risk Management and Internal Control
The Committee is chaired by Caroline Gulliver and The Company has an ongoing process for identifying,
comprises all the Directors. The Committee operates within evaluating and managing the principal and emerging risks
written terms of reference which are available on the faced by the Group. Further details can be found on pages
Company’s website as determined by the Board. 70 and 71.
The principal functions of the Committee are to: The principal risks and uncertainties identified from the risk
● oversee the financial reporting process for the register and a description of the Group’s risk management
Company and monitor the integrity of the financial procedures can be found on pages 38 to 42.
statements of the Company and the Group, including
their compliance with accounting standards and Activities during the year
regulatory requirements;
The Committee considered the annual report, interim
● to advise the Board, where requested, on whether
the Annual Report and financial statements, taken as report, any other formal financial performance
a whole, are fair, balanced and understandable and announcements and any other matters as specified
provide the information necessary for shareholders under the Committee’s terms of reference and reported to
to assess the Company’s position and performance, the Board on how it discharged its responsibilities.
business model and strategy;
The Committee discussed and considered the external
● review and monitor the internal financial control and
risk management systems of the Company; audit performance, objectivity and independence, the
external auditor re-appointment, accounting policies and
● monitor and review annually whether an internal
audit function is required; Alternative Performance Measures, significant accounting
● review the Investment Adviser’s whistleblowing judgements and estimates, the need for an internal audit
arrangements; function and the risk register.
● approve the appointment, re-appointment or The Committee concluded that an internal audit
removal of the external auditor, and approve their function would provide minimal additional comfort at
remuneration and terms of engagement;
considerable extra cost to the Company. The existing
● manage the relationship between the Company system of monitoring and reporting by third parties
and the external auditor, including reviewing their
independence and objectivity and the effectiveness of remains appropriate and adequate.
the audit process; During the year, the Committee also conducted a
● develop and implement a policy on the engagement comprehensive review of the key agreements with
of the external auditor to supply non-audit services; its service providers, and a detailed review of the
and performance, composition, personnel, processes and
● review and monitor the performance of, and internal control systems of the AIFM, a review of all of
contractual arrangements with, the Investment
Adviser, the AIFM and other service providers. the Group’s other corporate advisers and key service
providers. The discussion included an assessment of
It is within the Committee’s terms of reference for its performance and suitability of the services provided
members to seek independent professional advice, at the in the context of the fees paid to each provider, and a
Company’s expense, as required in the furtherance of its review of the termination period of each agreement.
duties.
The Committee considered the terms of the Investment
Management Agreement, to ensure it continues to reflect
the commercial arrangements agreed between the

Company and the Investment Adviser and was satisfied

that this was the case.
62

Engagement Committee continued
Letter from the Financial Reporting Council The Investment Adviser confirmed to the Committee that
& GOVERNANCE
the method of valuation has been applied consistently
During the year, the Company received a letter from
during the year. It further confirmed that, during the
the Financial Reporting Council (“FRC”) requesting
course of the period, JLL was regularly challenged by
information following a limited scope review of
the Investment Adviser on the assumptions used in the
the Company’s 2021 Annual Report and Accounts in
valuation of the Company’s investment properties to
accordance with Part 2 of the FRC Corporate Reporting
ensure robust and appropriate methods were being
Review Operating Procedures. The letter primarily
applied. The Investment Adviser discusses these areas of
focused on the accounting treatment of lease incentives,
challenge with the Committee.
related party disclosures and IFRS 8 ‘Operating Segments’.
The Auditor met separately with JLL and reported back
The Company provided the information and explanations
to the Committee on its challenge of the valuations
to the FRC as requested to its satisfaction. The FRC
and assumptions. The Auditor was satisfied that the
subsequently advised that its review had been brought
valuations had been prepared using appropriate
to a satisfactory conclusion.
methods and assumptions, and had been prepared in
The Group has made additional enhancements to the accordance with RICS Valuation – Professional Standards.
disclosures in this annual report on the matters raised by
As explained in note 15.0 to the financial statements,
the FRC. The Company had also published a
the approach adopted by the Company is to recognise
Market Update on 11 October 2021 addressing these, and
investment properties at fair value, with the fair value of
other, points.
the property being based on valuations performed by JLL.
The FRC’s review was based on the 2021 Annual Report The revaluation of the investment properties gave rise to
and does not benefit from detailed knowledge of a revaluation gain of £12.3 million in the period.
our business, or an understanding of the underlying
transactions entered into. Its correspondence provides
no assurance that the report and accounts are correct Continuation Resolution
The Company’s articles of association include a
in all material respects; the FRC’s role is not to verify the
information provided but to consider compliance with requirement for the Board to propose an ordinary
reporting requirements. resolution at the annual general meeting following the
fifth anniversary from the initial public offering of the
The FRC accepts no liability for reliance on its letters by Company for the Company to continue in its current form
the Company or any third party, including but not limited (the Continuation Resolution). This is the first continuation
to investors and shareholders. vote since IPO.
Significant Issues Considered by the The Committee has considered the effect the
Continuation Resolution would have and has agreed
Committee that it is a significant accounting issue for the Company,
The Committee considered the key accounting estimates given its impact on the preparation of the consolidated
and judgements underlying the preparation of the financial statements on a going concern basis. If the
Continuation Resolution is passed, the Company will
financial statements focusing specifically on:
continue its business as presently constituted and
propose the same resolution at every fifth annual general
Significant Financial Reporting Issue – Valuation of meeting thereafter. If the Continuation Resolution is not
Investment Property passed, the Directors will be required, within six months
The valuation of the property portfolio is crucial to the after the date of this annual general meeting, to formulate
statement of financial position and reported results. proposals for consideration by the shareholders for the
After discussion with the Investment Adviser, the voluntary liquidation, unitisation, reorganisation, or
Committee has determined that the key risks of reconstruction of the Company.
misstatement of the Company financial statements relate After making appropriate enquiries of the Company’s
to the valuation of investment property. brokers and Investment Adviser, pursuant to their
The valuations of the investment properties at the end of recent discussions with a number of the Company’s
the financial period were independently performed by shareholders, the Committee is of the view that
Jones Lang LaSalle (“JLL”), whom the Committee considers the Continuation Resolution will be passed at the
to have sufficient expertise, experience and local and forthcoming annual general meeting.
national knowledge of social housing and supported The Committee is, therefore, of the opinion that the
housing to undertake the valuations. going concern basis adopted in the preparation of the
JLL also conducts initial valuations of properties on consolidated financial statements is appropriate.
acquisition. The Directors have ensured that JLL has Further information can be found in note 2.2 of the
appropriate procedures in place to ensure there are no Consolidated Financial Statements.
independence conflicts with the services provided to
the Company.
63
Maintenance of REIT status. Assessment of the Effectiveness

There are a number of conditions that a company (or
principal company of a group REIT) needs to satisfy in of the External Audit Process and
order to become a REIT and remain within the regime. Auditor Independence
The UK REIT regime affords the Group a beneficial tax As part of its annual review of the effectiveness of
treatment for income and capital gains, provided certain the external audit process, the Committee obtained
criteria are met. There is a risk that these REIT conditions assurance on the quality of the external audit from its
may not be met and additional tax becomes payable by own evaluation, the audit feedback documentation and
the Company. The Board regularly reviews the REIT tests from correspondence and discussions with the audit
that are performed by the Administrator. partner, Investment Adviser and the Administrator. The
The Board is satisfied that the Company has maintained Auditor demonstrated a good understanding of the
Group, and had identified and focused on the areas
its REIT status throughout the year.
of greatest financial reporting risk. Its reporting to the
Committee was clear, open and thorough. The Committee
Misstatements has assessed the professional scepticism and challenge
The Investment Adviser confirmed to the Committee that it of management judgement by the Auditor and is satisfied
was not aware of any material or immaterial misstatements that the Auditor has demonstrated these. The Committee
made intentionally to achieve a particular presentation. considered the advice included in the FRC Practice Aid
on Audit Quality when making this judgement.
Conclusion in respect of the Annual The FRC’s Audit Quality Inspections Report on the audits
Report and Financial Statements carried out by PricewaterhouseCoopers LLP was also
Having reviewed the presentations and reports from the considered by the Committee. On the basis of these
Investment Adviser, the Committee is satisfied that the factors and assessments, the Committee has concluded
financial statements appropriately address the critical that the external audit process has been effective.
judgements and key estimates, both in respect of the The Committee assessed the external auditor’s
amounts reported and the disclosures. independence, qualifications, relevant experience, and
The Committee is also satisfied that the significant effectiveness of audit procedures. In advance of each
assumptions used for determining the value of assets audit, the Committee obtains confirmation from the
and liabilities have been appropriately scrutinised and external auditor that it remains independent and that the
challenged and are sufficiently robust. Accordingly, the level of non-audit fees are not an independence threat.
Committee has concluded that the Annual Report and
financial statements, taken as a whole, are fair, balanced
and understandable, and has recommended their
approval to the Board on that basis.
Auditor Appointment and Tenure

As a result of the UK’s implementation of the EU’s
mandatory audit firm rotation requirements, the
Company is required to ensure that the external auditor’s
contract is put out to tender at least every 10 years,
with the proviso that no single firm may serve as the
Company’s external auditor for a period exceeding
20 years. PwC was first appointed as the Company’s
auditor with effect from March 2017. It is intended that the
external audit will be put out to tender no later than for
the financial year commencing 1 April 2026, which is
10 years after the Company’s initial listing.
Saira Choudhry is the audit partner allocated to the
Company by PwC. The audit of the financial statements
for the year ended 31 March 2022 are her first as senior
statutory auditor of the Company.
64

Non-audit Services
& GOVERNANCE
The Committee has put into place a policy for the
provision of non-audit services to the Company by the
auditor. The general intention of the Committee is to
avoid the provision of non-audit services by the auditor,
other than the review of the half-yearly report, as these
have the potential to compromise the independence of
the auditor. The Committee acknowledges that in certain
situations it may be appropriate for the external auditor
to provide such services to the Company for a variety of
reasons including cost effectiveness, depth of knowledge
and the ongoing relationship between the Board and
the external auditor. All non-audit fees are approved by
the Committee in advance. Where non-audit fee levels
are considered significant, the Committee considers the
appropriateness of the independence safeguards put in
place by the auditor.
The total fees paid to PricewaterhouseCoopers LLP
during the period, net of VAT, totalled £402,000
(2021: £361,000) of which £44,000 (2021: £57,000) was
concerning non-audit services for the review of the half
yearly report and £62,000 (£nil) for non-audit services
concerning a planned Bond Issue which was postponed.
The auditor was selected for the non-audit services
relating to the postponed Bond Issue following careful
consideration by the Committee. The Committee believed
that the ability for the auditor to audit the Company’s
financial statements independently would not be
impacted by this work. It is standard practice for a
Company’s external auditor to undertake this task.
Note 9.0 to the consolidated financial statements
details all services provided and total fees paid to
PricewaterhouseCoopers LLP for the financial year
ended 31 March 2022. The Committee considers
PricewaterhouseCoopers LLP to be independent of the
Company.
Re-appointment of the Auditor

Taking into account the performance and effectiveness of
the Auditor and the confirmation of their independence,
the Committee has recommended to the Board that a
resolution to re-appoint PricewaterhouseCoopers LLP as
the Company’s auditor be put to the shareholders at the
forthcoming AGM.
Caroline Gulliver
Chairman, Audit and Management Engagement
Committee
29 June 2022
65
Report of the Nomination and
Remuneration Committee
Introduction ● to ensure that contractual terms on termination, and

any payments made, are fair to the individual, and the
The Nomination and Remuneration Committee presents the
Company, that failure is not rewarded and that the
Report for the year ended 31 March 2022.
duty to mitigate loss is fully recognised.
Composition and role of the Nomination Activities during the year
and Remuneration Committee The Committee meets at least once per year. During the
The Nomination and Remuneration Committee comprises year, the Committee has:
Peter Baxter, as Chairman, and the entire Board, all of ● considered the Board’s remuneration in view of the
whom are Non-Executive Directors. Terms of Reference responsibilities and time commitments for overseeing
have been established by the Board and are available on the affairs of the Company, in light of the Articles of
the Company’s website. Association as well as the level of dividend paid to
The Nomination and Remuneration Committee’s principal shareholders during the year;
duties are as follows: ● reviewed the Director’s skill matrix;
● considered the Board’s current succession plan, and
Nomination agreed that it would be prudent for the Board to
● to review the structure, size and composition of the phase the recruitment of additional Directors going
Board, including its skills, knowledge, experience and forward to allow progressive rotation of directors and
diversity, including gender and ethnicity; facilitate effective succession planning;
● to consider the succession planning of Directors, ● appointed a Sub-Committee to be responsible for
taking into account the challenges and opportunities conducting the recruitment process to identify a new
facing the Company and the skills and expertise candidate for appointment to the Board;
needed on the Board in the future; ● engaged a recruitment agency to assist with the
● to be responsible for identifying and nominating search for a candidate;
candidates to fill Board vacancies as and when ● reviewed the results of the Board’s 2022 performance
they arise; evaluation process, the details of which can be found
● to review annually the time required from on page 70; and
Non-Executive Directors; ● satisfied itself that each Non-Executive Director
● to review the results of the Board performance serving at the end of the year remains independent
evaluation as it relates to Board composition and and continues to have sufficient time to discharge
succession planning; their responsibilities to the Company.
● to review annually potential conflicts of interests of
The Company is supportive of the new Listing Rules
directors as disclosed to the Company and develop
being issued by the Financial Conduct Authority
appropriate processes for managing such conflicts; and
on diversity and inclusion on company boards. The
● to receive and consider updates from the Investment Committee is considering a range of candidates from
Advisor on its own succession planning activities. diverse backgrounds. The Company’s diversity policy can
Remuneration be found on page 69.
● to determine and agree with the Board, a formal The Directors’ fees were considered by the Committee
and transparent procedure for developing policy in February 2022. Please see the Directors’ Remuneration
on the remuneration of the Company’s Chair, Audit Report on pages 73 to 76 for details on Director
and Management Engagement Committee chair remuneration.
and Non-Executive Directors;
● to take into account all factors when considering Peter Baxter
the Remuneration Policy which it deems necessary, Chairman, Nomination and Remuneration Committee
including relevant legal and regulatory requirements,
the provisions and recommendations of the AIC Code 29 June 2022
of Corporate Governance and associated guidance;
● to review the ongoing appropriateness and relevance
of the Remuneration Policy;
● to obtain reliable, up-to-date information about
remuneration in other companies of comparable
scale and complexity and market practice generally;

● to be responsible for establishing the selection
criteria, selecting, appointing and setting the terms
of reference for any remuneration consultants who
advise the Committee; and
66
Corporate Governance Statement

Background The Board considers that these provisions are not relevant
& GOVERNANCE
to the position of the Company, being an externally
The FCA Listing Rules and Disclosure Guidance and
managed investment company. In particular, all of the
Transparency Rules require listed companies to disclose
Company’s day-to-day management and administrative
how they have applied the principles and complied
functions are outsourced to third parties. As a result,
with the provisions of the corporate governance code
the Company has no executive Directors, employees
to which the issuer is subject. The provisions of the UK
or internal operations. The Company has therefore not
Corporate Governance Code (“UK Code”), as issued by the
reported further in respect of these provisions.
FRC in July 2018, are applicable to the year under review
and can be viewed at www.frc.org.uk.
The Board
The Board has considered the principles and Under the leadership of the Chairman, the Board
recommendations of the AIC Code of Corporate is responsible for the effective stewardship of the
Governance (“AIC Code”) as issued by the AIC in February Company’s affairs, including corporate strategy,
2019. The AIC Code addresses all the principles set out in corporate governance, risk assessment and overall
the UK Code, as well as setting out additional principles investment policy. The Directors have overall
and recommendations on issues that are of specific responsibility for the review of investment activity and
relevance to the Company as an investment company. performance, and the supervision of the Investment
The FRC has confirmed that AIC member companies Adviser which is responsible for the day-to-day asset
who report against the AIC Code will be meeting their management of the Company’s portfolio.
obligations in relation to the UK Code and the associated
disclosure requirements of the FCA. The AIC Code can be The Board consists of five non-executive Directors. It
viewed at www.theaic.co.uk. seeks to ensure that it has an appropriate balance of
skills and experience, and considers that, collectively, it
The Board considers that reporting against the principles has substantial recent and relevant experience of public
and recommendations of the AIC Code provides company management, the UK real estate sector, social
shareholders with full details about the Company’s housing and investment companies. All the Directors are
corporate governance compliance. independent of the Investment Adviser and the AIFM.
Statement of Compliance The Board has adopted a schedule of matters reserved

for decision by the Board, including inter alia,
Except as set out below, the Company has complied
determining the Company’s investment objective and
with the provisions of the AIC Code throughout the year
policy, and gearing and dividend policies. This schedule
ended 31 March 2022.
of matters reserved for the Board is available on the
Provision 23: Directors are not appointed for a specified Company’s website.
term, as all Directors are non-executive and the Board
The Directors ensure that risks are effectively managed
believes that a Director’s performance and their
through robust policies and procedures, supported by
continued contribution to the running of the Company
the right values and culture. The Board’s primary focus
is of greater importance and relevance to Shareholders
is the sustainable long-term success of the Group to
than the length of time for which they have served as a
deliver value for shareholders, taking into account other
Director of the Company. Each Director is subject to the
stakeholders.
election and re-election provisions set out in the Articles
which provide that a Director appointed during the year The Board is responsible for investment decisions, other
is required to retire and seek election by Shareholders than to the extent delegated to the AIFM and/or the
at the next Annual General Meeting following their Investment Adviser, and the appointment, supervision
appointment. Thereafter the Directors intend to offer and monitoring of the Company’s service providers,
themselves for re-election annually and will aim to not be including amongst others, the AIFM and the Investment
on the Board for more than nine years. Adviser. The Board is responsible for the interim and
annual financial statements of the Company and, in
The UK Code includes provisions relating to:
conjunction with the AIFM, also approves the periodic
● the role of the chief executive; and calculation of the Net Asset Value.
● executive directors’ remuneration.
67
Corporate Governance Statement continued
The Chairman, Michael Wrobel, was independent of To assist the Board in the day-to-day operations of the
the Investment Adviser at the time of his appointment Company, arrangements have been put in place to
and is deemed by his fellow Directors to continue to be delegate authority for performing certain operations to
independent in character and judgement and free of the AIFM, the Investment Adviser and other third-party
any conflicting relationships. He leads the Board and service providers, such as the Administrator and the
is responsible for its overall effectiveness in directing Company Secretary.
the Company. In liaison with the Company Secretary, he
The Chairman demonstrates objective judgement,
ensures that the Directors receive accurate, timely and
promotes a culture of openness and debate, and
clear information. Mr Wrobel considers himself to have
facilitates effective contributions by all Directors. The
sufficient time to commit to the Group’s affairs. He has no
Directors are required to act with integrity, lead by
significant commitments other than those disclosed in
example and promote this culture within the Company.
his biography on page 57. The role and responsibilities of
the Chairman are clearly defined and set out in writing, a The Board seeks to ensure the alignment of the
copy of which is available on the Company’s website. Company’s purpose, values and strategy with the culture
of openness, debate and integrity through ongoing
Peter Baxter is the Senior Independent Director of
dialogue, and engagement with the Investment Adviser
the Company. He provides a sounding board for
and the Company’s other service providers. The Board
the Chairman and serves as an intermediary for the
and the Investment Adviser operate in a supportive,
other Directors and shareholders. He also provides a
co-operative and open environment.
channel for any shareholder concerns regarding the
Chairman and takes the lead in the annual evaluation The Board schedules yearly meetings with the board of
of the Chairman by the other Directors. The role and the Investment Adviser, one of the purposes of which is
responsibilities of the Senior Independent Director are to receive an insight into the culture of the Investment
clearly defined and set out in writing, a copy of which is Adviser.
available on the Company’s website.
The culture of the Board is considered as part of
The Board has no set policy for the length of tenure of the annual performance evaluation process which
Directors although it keeps in mind the recommendations is undertaken by each Director. The culture of the
of the AIC Code during succession planning. It is the Company’s service providers is also considered by the
Board’s policy for all Directors to stand for re-election Audit and Management Engagement Committee during
annually. Recommendations for election/re-election of the annual review of their performance and while
Directors are made on an individual basis following considering their continuing appointment.
rigorous review. Directors are appointed under letters of
appointment, copies of which are available for inspection The Company maintains Directors’ and Officers’ liability
at the registered office of the Company and at the AGM. insurance on behalf of the Directors at the expense of the
Company. The Board has agreed arrangements whereby
Board Operation and Culture Directors may take independent professional advice
in the furtherance of their duties. The Company has
The Board meets formally at least quarterly, but also also indemnified the Directors in accordance with the
meets on an ad hoc basis for the purpose of considering provisions of the Articles of Association.
potential transactions and associated due diligence.
The Board will meet to consider and, if appropriate, Independence of Directors
approve the acquisition of properties recommended
by the Investment Adviser. The Investment Adviser The independence of all Directors is reviewed as part of
prepares an Investment Proposal Paper (“IPP”) in respect the annual assessment of the Board.
of the proposed acquisitions which includes details
The Board has determined that each Director remains
of the transaction and due diligence reports. Upon
independent in character and judgement and is free of
review of the IPP, the Board contemplates the structure
any relationships or circumstances that threaten their
of the transaction, any risks attached to the proposed
independence of the Company or its Investment Adviser.
transaction and how these would be mitigated/managed,
In particular, none of the Directors have ever been
and the impact of the transaction on the value of the
executives of the Company or the Investment Adviser,
Group’s property portfolio, following advice from
have had a material direct or indirect relationship
the valuers.
with the Company or its stakeholders, have received
For the purpose of monitoring the portfolio, the Board disproportionate fees, have close family relationships
receives periodic reports from the AIFM and the with stakeholders or represent significant shareholders.
Investment Adviser, detailing the performance of the
Company. The Board delegates certain responsibilities
and functions to the Audit and Management Engagement
Committee, which has written terms of reference.
68

Board Meetings Audit and Management Engagement
& GOVERNANCE
A formal agenda is approved by the Chairman and Committee
circulated by the Company Secretary in advance of The Audit and Management Engagement Committee
each meeting to the non-executive Directors and other comprises of all Directors. Caroline Gulliver, the Chair
attendees. A typical agenda includes: an analysis of of the Audit and Management Engagement Committee,
portfolio performance and exposure; an update on is a Chartered Accountant and is considered to have
the investment pipeline; the Company’s financial recent and relevant financial experience. The Audit
performance; updates on investor relations; statutory and and Management Engagement Committee as a whole
regulatory compliance; and any corporate governance has competence relevant to the real estate investment
matters. Relevant papers on the items included on the company sector.
agenda are circulated in good time to the members of
the Board, in advance of the meeting. The Chairman is a member of the Audit and Management
Engagement Committee. but does not chair it. His
The Investment Adviser attends the Board meetings membership of the Audit and Management Engagement
together with representatives from the AIFM and Committee is considered appropriate given the small
Company Secretary. Representatives of the Company’s size of the Board and the Chairman’s knowledge of
other advisers are also invited to attend Board meetings the financial services industry. A copy of the terms of
from time to time. reference of the Audit and Management Engagement
The number of Board, Audit and Management Committee is available from the Secretary and on the
Engagement Committee and Nomination and Company’s website.
Remuneration Committee meetings held during the year The Committee meets at least twice a year and reviews
ended 31 March 2022 along with the attendance of the the scope and results of the external audit, its cost
Directors is set out below: effectiveness and the independence and objectivity
of the external auditors, including the provision of
Audit and non-audit services.
Management Nomination and
Quarterly Board Engagement Remuneration
Meetings Committee Committee The Committee also reviews the terms of the AIFM
Number Number Number agreement and the Investment Adviser Agreement, and
entitled Number entitled Number entitled to Number examines the effectiveness of the Company’s internal
to attend attended to attend attended attend attended
control systems and the performance of the AIFM,
Michael Investment Adviser, Administrator, Depositary, Company
Wrobel 4 4 3 3 1 1 Secretary and Registrar, and other service providers.
Alastair
The Report of the Audit and Management Engagement
Moss 4 4 3 3 1 1
Committee is set out on pages 62 to 65.
Alison
Hadden 4 4 3 3 1 1 Nomination and Remuneration
Caroline Committee
Gulliver 4 4 3 3 1 1 The Nomination and Remuneration Committee is
Peter comprised of all Directors and the Chairman is the Senior
Baxter 4 4 3 3 1 1 Independent Director, Peter Baxter. The Nomination
and Remuneration Committee meets as required for the
The Board is scheduled to meet on a quarterly basis. purpose of considering recruitment to and removals from
the Board; levels of remuneration paid to the Directors;
In addition to these meetings the Board also met on
and review of the Directors’ Remuneration Report and
3 occasions to approve the NAV and dividend declarations Remuneration Policy. A copy of the terms of reference
and on a further 8 occasions on an ad hoc basis. of the Remuneration and Nomination Committee is
available on the Company’s website and is available by
Committee request from the Company Secretary.
The Company operates through the Board and its two
Board committees, namely the Audit and Management Diversity
Engagement Committee and the Nomination and The Board recognises the benefits of diversity and has
Remuneration Committee (the “Committees”). The Board adopted a diversity policy. All Board appointments will be
evaluates the membership of the Committees on an made on merit and against an objective criteria and have
annual basis. regard to diversity in relation to factors such as gender,

ethnicity, skills, background and experience. The Board
does not consider it to be in the interests of the Company
and its shareholders to set prescriptive diversity criteria
or targets, but will continue to monitor diversity and take
such steps as it considers appropriate to maintain its
position as a meritocratic and diverse business. See also
the Strategic Report on page 35.
69
Induction of New Directors The Board concluded that each Director brings
A procedure for the induction of new Directors has been considerable expertise and experience to the Board and
established, including the provision of an induction pack the Board operates with good independent thought and
containing relevant information about the Company, challenge.
its processes and procedures and meetings with the
All Board members have assessed their ongoing
Chairman and relevant persons at the Investment Adviser.
commitments and are satisfied that they can commit the
time necessary to execute their duties to the Company.
Performance Evaluation
For the year under review, the Board undertook Conflicts of Interest
an internal performance evaluation by way of
All Directors have a statutory responsibility to avoid
questionnaires designed to assess the strengths and
situations where a conflict of interest exists, or may exist,
independence of the Board and the Chairman, individual
between the Company and an entity that the Director is
Directors and the performance of the Board’s Committees.
either directly or indirectly involved with. The Board has
The areas considered are:
procedures in place to identify potential conflicts and
● the frequency and effectiveness of Board and resolve any that should arise. In the case of a conflict
Committee meetings; of interest, the nature and extent of the conflict are
assessed against the existing internal control structure,
● the size, composition and relevant experience of the
and the results of this assessment and actions taken
Board;
to resolve the conflict are documented in the minutes
● the independence and performance of the Directors of the relevant Board meeting. No conflicts of interest
and the Board; and arose during the period.
● the training requirements of each Director.
Health and Safety
The evaluation process is conducted by the Chairman.
Peter Baxter, as the Senior Independent Director, Health and safety is of prime importance to the
leads the appraisal of the Chairman. The Board is Company and is considered equally with all other
cognisant of the advantages of an external performance business management activities to ensure protection of
evaluation and will keep this option under regular stakeholders, be they tenants, advisers, suppliers, visitors
review. In the prior year, the Board undertook an or others. The Board regularly discusses health and safety
externally facilitated performance evaluation. The issues with the Investment Adviser.
Board noted the recommendations from the external
The Company is committed to fostering the highest
performance evaluation, one of which was to hold
standards in health and safety as it believes that all
an additional Audit and Management Engagement
unsafe acts and unsafe conditions are preventable. All
Committee in the year with the purpose of focusing on
our stakeholders have a responsibility to support the aim
management engagement matters. An additional Audit
of ensuring a secure and safe environment, and all our
and Management Engagement Committee was held in
stakeholders are tasked with responsibility for achieving
June 2022 and a further additional meeting will be held
this commitment.
on an annual basis going forward.
The Company seeks to ensure that the Board has a Risk Management and Internal Control
balance of skills and experience that are complementary The Directors are responsible for the systems of internal
and enable the Board to operate efficiently. control relating to the Company and its subsidiaries,
and the reliability of the financial reporting process and
All of the Directors have assessed their other ongoing for reviewing their effectiveness, ensuring that the risk
commitments and are satisfied that they can commit the management and control processes are embedded in
time necessary to execute their duties to the Company. day-to-day operations.
No significant issues were identified during the An ongoing formal process, in accordance with the FRC
evaluation process. The Nomination and Remuneration Guidance on Risk Management, Internal Control and
Committee considers that all of the current Directors Related Financial and Business Reporting, has been
make an effective contribution and have the requisite established for identifying, evaluating and managing
skills and experience to continue to provide able the principal and other risks most likely to impact
leadership and direction for the Company. It was the Group. This process, which is regularly reviewed,
agreed that all Directors should be recommended for together with key procedures established with a view to
election/re-election at the forthcoming AGM. providing effective financial control, has been in place
throughout the year ended 31 March 2022 and up to the
date of this Report.
70

The Audit and Management Engagement Committee has The Directors have carried out a review of the effectiveness
& GOVERNANCE
in place a formal procedure for performing an ongoing of the Company’s risk management and internal control
robust assessment of the Group’s risk management and systems as they have operated over the period and up to
internal control systems. A risk matrix has been established the date of approval of the Annual Report. During the course
against which the risks identified and the controls in place of the review, the Board has not identified nor been advised
to mitigate those risks can be monitored. The risks are of any failings or weaknesses which it has determined to be
assessed on the basis of the likelihood of them happening, significant.
the impact on the business if they were to occur and the
effectiveness of the controls in place to mitigate them. In The Directors have considered the appropriateness of
arriving at its judgement of what risks the Company faces, establishing an internal audit function and, having regard
the Board has considered the Company’s operations in the to the structure and nature of the Company’s activities,
light of the following factors: has concluded that the function is unnecessary. The Audit
and Management Engagement Committee will review
● the nature and extent of risks which it regards as on an annual basis the need for this function and make
acceptable for the Company to bear within its overall appropriate recommendations to the Board.
business objective;
● the threat of such risks becoming reality; Financial Reporting
● the Company’s ability to reduce the incidence and The Board operates the following key controls in relation
impact of risk on its performance; and to financial reporting:
● the cost to the Company and benefits related to the ● the Board and Committee members review quarterly
Company and third parties operating the relevant
management reports and supporting documents that
controls.
are provided by the Investment Adviser;
The risk matrix is reviewed twice a year by the ● the Board has procedures in place for the approval
Committee and at other times as necessary. The principal of expenses and payments to third parties; and
risks facing the Company are set out on pages 38 to 42 of ● the Committee members and Board review all
this Annual Report, together with the processes applied financial information and announcements prior
to mitigate those risks. to publication.
On an annual basis, the Committee reviews the control

reports of its key service providers and the Auditor notes
Corporate Responsibility
any deficiencies in internal controls and processes that The Company regards corporate responsibility as
have been identified during the course of the audit. integral to how it conducts its business. It is committed to
being a good corporate citizen and behaving responsibly
The Audit and Management Engagement Committee is with a demonstrated transparency of approach.
mindful of these key risks as well as considering evolving
and emerging risks such as the impact of the Ukraine- To achieve this goal, the Company applies the following
Russia conflict, long-term climate change and cyber principles to its operations:
security which have the potential to affect the Group.
The Committee ensures that the Board takes appropriate Business conduct
advice and debates the issues facing the Group. The Company’s investment decisions are made on the
basis of generating shareholder value and ensuring
At each Board meeting, the Board receives reports from the long-term success of the business. The selection of
the Investment Adviser, the Administrator, the AIFM and suppliers will be made independently by the Company’s
the Broker in respect of compliance activities, Company Directors upon advice from the Investment Adviser
financial performance and financial position. and in the best interests of the Company. The Board
will ensure that appropriate controls are in place to
The controls, which are regularly reviewed, aim to
guarantee independence from the supply chain.
ensure that the assets of the Company are safeguarded,
proper accounting records are maintained, and the
All customers and suppliers will be treated fairly and

financial information used within the business and for responsibly.
publication is reliable. The risk management process
and Company systems of internal controls are designed The Company will not provide financial support to
to manage rather than eliminate the risk of failure to political parties or politicians.
achieve the Company’s objectives and can only provide
reasonable, but not absolute, assurance against material
misstatement or loss.
71
The Company is resolutely opposed to bribery and All reporting is materially accurate and complete and
corruption. The Company will not use any illegal or in compliance in all material respects with stated
improper means to further its business interests, nor will accounting policies and procedures. The Company does
it accept any forms of inducements intended to influence not knowingly misstate or misrepresent management
its investment decisions. information for any reason, and the Company expects the
same to apply to its suppliers.
Governance
The Company may be required to make statements
The Company will protect the interests of its shareholders or provide reports to regulatory bodies, government
and other stakeholders through compliance with relevant agencies or other government departments, as well as to
legal and regulatory environments, and through effective the media. The Company ensures that such statements or
management of business risk and opportunity. reports are correct, timely, and not misleading, and that
they are delivered through the appropriate channels.
The Board will ensure that its members are truly
independent, are competent and have the resources and The Company provides through its website, its
support required to perform their duties optimally, and Annual Report and other statements with appropriate
that the Board’s decisions are made in the best interests information to enable shareholders and stakeholders to
of the Company and its shareholders. The performance assess the performance of its business. It complies with
of the Board will be regularly reviewed, and Directors will the applicable laws and regulations concerning the
retire as and when deemed appropriate by the Board in disclosure of information relating to the Company.
accordance with best practice.
Communities
Socially responsible investment
The Company aims to ensure that its properties which
The Board aims to be a socially responsible investor are associated with the provision of health services
and believes that it is important to invest in specialist provide significant value-adding facilities in the
social housing properties in a responsible manner in communities where it invests.
respect of environmental, ethical and social issues. The
Investment Adviser’s evaluation procedure and analysis
of the properties within the portfolio includes research
Relations with Stakeholders
and appraisal of such matters, and takes into account Details regarding the Company’s engagement with its
environmental and social policies and other business stakeholders are set out within the Strategic Report on
issues. pages 25 to 33.
Further details on the social impact of the Company’s Approval

investments are included in the Social Impact report
The Corporate Governance Statement has been approved
from the The Good Economy, a summary of which can be
by the Board.
found on page 49.
By order of the Board
The Company recognises that environmental protection,
resource efficiency and sustainable development are
necessary to ensure that environmental damage is
Link Company Matters Limited
limited and furthermore that where relevant, positive Company Secretary
actions should be taken to improve the existing
29 June 2022
environment for future generations.
Transparency
The Company aims to be transparent, and to ensure
that it communicates with its shareholders and
other stakeholders in a manner that enhances their
understanding of its business.
The Company maintains accounting documentation

that clearly identifies the true nature of all business
transactions, assets and liabilities, in line with the
relevant regulatory, accounting, and legal requirements.
No record or entry is knowingly false, distorted,
incomplete, or suppressed.
72
Director’s Remuneration Report

Directors’ Remuneration Policy are sufficient to attract and retain suitably qualified and
& GOVERNANCE
experienced individuals.
Introduction
The Remuneration Policy of the Company is set by The fees paid will be reviewed on an annual basis and
the Board. A resolution to approve the Remuneration may also be reviewed when new non-executive Directors
Policy was passed at the AGM of the Company held are recruited to the Board. The Directors of the Company
on 5 September 2019. The policy provisions set out are entitled to such rates of annual fees as the Board
below will apply until the Remuneration Policy is put to at its discretion shall from time to time determine. The
shareholders for approval at the forthcoming AGM of the Chairman of the Board and the Audit and Management
Company on 15 September 2022. There are no changes Engagement Committee Chairman are entitled to receive
proposed to the Remuneration Policy. The Remuneration fees at a higher level than those of the other Directors,
Policy is binding and sets the parameters within which reflecting their additional duties and responsibilities.
Directors’ remuneration may be set. Annual fees are pro-rated where a change takes place
during the financial year.
Policy In addition to the annual fee, under the Company’s
The Remuneration Policy of the Company is to pay its Articles of Association, if any Director is requested to
non-executive Directors fees that are appropriate for perform any special duties or services outside their
the role and the amount of time spent in discharging ordinary duties as a Director, they may be paid such
their duties, that are broadly in line with those of reasonable additional remuneration as the Board may
comparable real estate investment companies and that from time to time determine.
Directors’ Remuneration Components
Component Director Rate at 1 April 2022 Purpose of Remuneration
Annual fee Chairman £53,000 Commitment as Chairman of a public

company1
Annual fee Non-executive Directors £34,000 Commitment as non-executive Directors of
a public company2
Additional fee Chair of the Audit and Management £5,000 For additional responsibilities and time
Engagement Committee commitment3
Additional fee All Directors Discretionary For extra or special services performed in
their role as a Director4
Expenses All Directors n/a Reimbursement of expenses incurred in the
performance of duties as a Director5
1 The Company’s policy is for the Chairman of the Board to be paid a higher fee than the other Directors to reflect the more onerous role.
2 The Company’s Articles of Association limit the aggregate fees payable to the Board of Directors to £250,000 per annum.
3 The Company’s policy is for the Chair of the Audit and Management Engagement Committee to be paid a higher fee than the other Directors to reflect the more
onerous role.
4 This is a provision of the Company’s Articles. Additional fees would only be paid in exceptional circumstances in relation to the performance of extra or special
services.
5 Directors are entitled to claim expenses in respect of duties undertaken in connection with their role as a Director.
The Company has no employees. Accordingly, there are no differences in policy on the remuneration of Directors and the remuneration of employees.
No Director is entitled to receive any remuneration which is performance-related. As a result, there are no performance conditions in relation to any elements of the
Directors’ remuneration in existence to set out in this Remuneration Policy.
Directors’ and Officers’ liability insurance cover is As all Directors are non-executive and there are no
maintained by the Company on behalf of the Directors. employees, the Company does not operate any share
option or other long-term incentive schemes and the
Directors are entitled to be paid all expenses properly Directors’ fees are not subject to any performance criteria.
incurred in attending Board or shareholder meetings or No pension or other retirement benefit schemes are
otherwise in or with a view to the performance of their operated by the Company for any of its Directors.
duties.
73
Director’s Remuneration Report continued
Service Contracts Annual Statement from the Chairman

No Director has a service contract with the Company. The I am pleased to present the Directors’ Remuneration
Directors are appointed under letters of appointment. Report for the year ended 31 March 2022.
Their appointment and any subsequent termination or
retirement is subject to the Articles of Association. The During the year under review, the Board has established a
Directors’ letters of appointment provide that, upon the separate Nomination and Remuneration Committee with
termination of a Director’s appointment, that Director responsibility for setting the Company’s Remuneration
must resign in writing and all records remain the Policy and Directors’ fees.
property of the Company. The Director’s appointment
The report from Nomination and Remuneration
can be terminated in accordance with the Articles of
Committee can be found on page 6.
Association and without compensation. There is no
notice period specified in the Articles of Association for The Directors are remunerated for their services at such
the removal of Directors and all Directors are subject to rate as the Directors shall from time to time determine.
annual re-election by shareholders. The Board has set three levels of fees: one for the
Chairman, one for other Directors, and an additional
Approach to Recruitment Remuneration fee that is paid to the Director who chairs the Audit
The remuneration package for any new Chairman or and Management Engagement Committee. Fees are
non-executive Director will be the same as the prevailing reviewed annually in accordance with the Remuneration
rates determined on the bases set out above. The Board Policy. The fee for any new Director appointed will be
will not pay any introductory fee or incentive to any determined on the same basis.
person to encourage them to become a Director, but
may pay the fees of search and recruitment specialists Directors’ fees for the year ended 31 March 2022 were
in connection with the appointment of any new at a level of £52,000 per annum for the Chairman
non-executive Director. and £33,280 per annum for other non-executive
Directors. The Chairman of the Audit and Management
Engagement Committee received an additional fee of
Views of Shareholders
£5,000 per annum. During the year, the Nomination and
Any views expressed by shareholders on the fees being Remuneration Committee agreed to uplift the Chairman’s
paid to Directors would be taken into consideration by fee by 1.9% to £53,000 and the Directors base fee by 2.2%
the Board when reviewing levels of remuneration. to £34,000 to better reflect the responsibilities and time
commitments for overseeing the affairs of the Company
Remuneration Report and to align with those of the Company’s peer group.
The Board presents its Directors’ Remuneration Report
in respect of the year ended 31 March 2022. The Board There were no other payments for extra or special
has prepared this report in accordance with the Large services in the year ended 31 March 2022.
and Medium-Sized Companies and Groups (Accounts
At the AGM held on 5 September 2019, shareholders
and Reports) (Amendment) Regulations 2013. An ordinary
approved the amendment to the Company’s Articles of
resolution for the approval of the Directors’ Remuneration
Association which increased the maximum aggregate
Report will be put to shareholders at the forthcoming
annual remuneration payable to Directors from £200,000
AGM of the Company.
to £250,000.
The law requires the Company’s auditor to audit certain
The Directors’ Remuneration Policy was approved
required disclosures. Where disclosures have been
at the AGM held on 5 September 2019. There will be
audited, they are indicated as such. The auditor’s opinion
no significant change in the way the Remuneration
is included in the auditor’s report on pages 80 to 87.
Policy will be implemented in the course of the next
financial year.
The Directors’ Remuneration Policy will next be presented

to shareholders for approval at the Company’s AGM in

September 2022.
74

Directors’ Fees for the Period (audited)
& GOVERNANCE
The Directors who served during the year received the following emoluments:
Year ended 31 March 2022 Year ended 31 March 2021

Taxable Taxable
Director Fees benefits Total Fees benefits Total
Michael Wrobel (Chairman) £52,000 – £52,000 £50,000 – £50,000

Alastair Moss £33,280 – £33,280 £32,000 – £32,000
Alison Hadden £33,280 – £33,280 £32,000 – £32,000
Caroline Gulliver £38,280 – £38,280 £36,000 – £36,000
Peter Baxter £33,280 – £33,280 £32,000 – £32,000
Total £190,120 – £190,120 £182,000 – £182,000
The amounts paid to the Directors were for services as Company Performance
non-executive Directors. Taxable benefits included in the
above table are in respect of the amounts reimbursed to The following graph compares the performance for the
Directors as travel and other expenses properly incurred period from IPO on 18 November 2016 to 31 March 2022,
by them in the performance of their duties. There are no the total shareholder return of the Company’s Ordinary
variable elements in the remuneration payable to the shares relative to the FTSE All-Share Index and FTSE
Directors. Real Estate Index. Although the Company has no formal
benchmark, these indices have been selected as the
Under the Company’s Articles of Association, the total FTSE All-Share represents all companies of a similar
aggregate remuneration and benefits in kind of the capital size, and the constituents of the FTSE 350 Real
Directors of the Company is subject to a maximum of Estate Index are UK-based real estate companies and are
£250,000 in any financial year. Any change to this would therefore considered to represent the most appropriate
require shareholder approval. comparative.
Loss of Office (audited)

The Directors do not have service contracts with the
Company but are engaged under letters of appointment
under which there is no entitlement to compensation for
loss of office. Directors are subject to annual re-election
by shareholders.
Total Shareholder Return (rebased)
Civitas FTSE All-Share FTSE 350 Real Estate Index
170
150
130
Pence
110
90
70
50
18 Nov 31 Mar 31 Mar 31 Mar 31 Mar 31 Mar 31 Mar
2016 2017 2018 2019 2020 2021 2022
75
Relative Importance of Spend on Pay Voting at AGM

The table below sets out, in respect of the year ended The Directors’ Remuneration Policy was approved at
31 March 2022: the AGM held on 5 September 2019 and the Directors’
Remuneration Report for the year ended 31 March 2021
a) the remuneration paid to the Directors; and was approved at the AGM held on 22 September 2021. The
b) the distributions made to shareholders by way of votes cast by proxy on these resolutions were:
dividend.
Votes for 1 Votes against
% of votes % of votes Votes Total
Year ended Year ended Resolution cast cast withheld votes cast
31 March 2022 31 March 2021
£’000 £’000 To approve
Directors’ remuneration 190 182 the Directors’
Dividends paid to Ordinary Remuneration
shareholders 34,093 33,413 Report 99.91 0.09 43,214 277,654,337
To approve
the Directors’
Directors’ Interests (audited) Remuneration
Policy 99.99 0.01 – 320,495,728
There is no requirement under the Company’s Articles
of Association or the terms of their appointment for 1 V
otes ‘for’ include discretionary proxy votes granted to the Chairman by
Directors to hold shares in the Company. shareholders.
As at 31 March 2022, the Directors (including their

Consideration of Shareholder Views
connected persons) had beneficial interests in the
following number of shares in the Company: The Company is committed to ongoing shareholder
dialogue and takes an active interest in voting outcomes.
Where there are substantial votes against resolutions
31 March 2022 31 March 2021
Ordinary Ordinary in relation to Directors’ remuneration, the Company will
shares shares
seek the reasons for any such vote and will detail any
Michael Wrobel 120,598 100,598 resulting actions in the Directors’ Remuneration Report.
Alastair Moss 11,766 11,766
Alison Hadden – – Approval
Caroline Gulliver 58,832 58,832 The Directors’ Remuneration Report was approved by the
Peter Baxter 82,065 47,065 Board and signed on its behalf by:
There have been no changes to Directors’ share interests

between 31 March 2022 and the date of this Report. Michael Wrobel
Chairman
None of the Directors or any persons connected
with them had a material interest in the Company’s 29 June 2022
transactions, arrangements or agreements during
the year.
76
Statement of Directors’ Responsibilities

in respect of the financial statements
The Directors are responsible for preparing the Annual Report and the financial
& GOVERNANCE
statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial Directors’ Confirmations

statements for each financial year. Under that law the
The Directors consider that the Annual Report and
Directors have prepared the Group financial statements
accounts, taken as a whole, is fair, balanced and
in accordance with UK-adopted international accounting
understandable and provides the information necessary
standards and the Company financial statements in
for shareholders to assess the Group’s and Company’s
accordance with United Kingdom Generally Accepted
position and performance, business model and strategy.
Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 101 “Reduced Disclosure Each of the Directors, whose names and functions are
Framework”, and applicable law). listed in the Board of Directors confirm that, to the best of
their knowledge:
Under Company law, Directors must not approve the
financial statements unless they are satisfied that ● the Group financial statements, which have been
they give a true and fair view of the state of affairs of prepared in accordance with UK-adopted international
the Group and Company and of the profit or loss of accounting standards, give a true and fair view of the
the Group for that period. In preparing the financial assets, liabilities, financial position and profit of the
statements, the Directors are required to: Group;
● select suitable accounting policies and then apply ● the Company financial statements, which have
them consistently; been prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 101, give a true
● state whether applicable UK-adopted international
and fair view of the assets, liabilities and financial
accounting standards have been followed for the
position of the Company; and
Group financial statements and United Kingdom
Accounting Standards, comprising FRS 101 have been ● the Group Strategic Report includes a fair review of the
followed for the Company financial statements, subject development and performance of the business and the
to any material departures disclosed and explained in position of the Group and Company, together with a
the financial statements; description of the principal risks and uncertainties that
it faces.
● make judgements and accounting estimates that are
reasonable and prudent; and
Approval
● prepare the financial statements on the going concern
This Statement of Directors’ Responsibilities was
basis unless it is inappropriate to presume that the
Group and Company will continue in business. approved by the Board and signed on its behalf by:
The Directors are responsible for safeguarding the Michael Wrobel
assets of the Group and Company and hence for taking Chairman
reasonable steps for the prevention and detection of
fraud and other irregularities. 29 June 2022
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s and Company’s transactions and
disclose with reasonable accuracy at any time the
financial position of the Group and Company and
enable them to ensure that the financial statements and
the Directors’ Remuneration Report comply with the
Companies Act 2006.
The Directors are responsible for the maintenance and
integrity of the Company’s financial statements published
on the ultimate parent Company’s website. Legislation

in the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
77
Alternative Investment
Fund Managers Directive
As the Company and the Alternative Investment Fund As the Company is incorporated under the laws
Manager (the “AIFM”) are each domiciled in the United of England and Wales, it may not be possible for a
Kingdom, the FCA Handbook rules require that, among shareholder located outside that jurisdiction to effect
other things, the AIFM makes available the following service of process within the local jurisdiction in which
information to shareholders of the Company under the that shareholder resides upon the Company. All or
AIFMD (as implemented in the UK) and to notify them of a substantial portion of the assets of the Company
any material change to information previously provided. may be located outside a local jurisdiction in which
a shareholder resides and, as a result, it may not be
These disclosures can also be found on the Company’s
possible to satisfy a judgement against the Company
website: civitassocialhousing.com
in such local jurisdiction or to enforce a judgement
obtained in the local jurisdiction’s courts against
Investment Policy, Leverage and
the Company.
Liquidity (AIFMD 23(1)(a)(b)(h))
The investment strategy and objectives of the Company, AIFM and its Delegates (AIFMD 23(1)(d),
the types of assets it may invest in and the investment (e) and (f))
techniques it may employ, associated risks and any
The AIFM (G10 Capital Limited) is a private limited
investment restrictions are laid out in the investment
company with its registered office at 3 More London
objectives and policy and other sections of the
Riverside, London SE1 2AQ. G10 Capital Limited is
Annual Report.
authorised and regulated by the Financial Conduct
For information about the circumstances in which Authority (FRN 648953). It has been appointed by the
the Company may use leverage, the types of sources Company to manage the Company under an AIFM
permitted and the associated risks and any restrictions Agreement with effect from 24 August 2017.
on the use of leverage and any collateral and asset
The AIFM is responsible for portfolio management
re-use arrangements, shareholders are directed to the
and risk management and monitoring of the assets of
disclosures contained in the investment objectives and
the Company and has discretionary authority over the
policy section of these financial statements as well as
acquisition and disposition of the Company’s assets,
specific AIFMD related disclosures further below.
with power to give guarantees and undertake other
Under the FCA’s Listing Rules to which the Company is transactions on behalf of the Company subject to the
subject it needs the prior approval of its shareholders to provisions of the AIFM Agreement. The AIFM is also
make a material change to its investment policy. responsible for ensuring compliance with the AIFMD.
Since the Company is closed-ended without redemption The AIFM’s duties under the AIFM Agreement are owed
rights, liquidity risk management is limited to the to the Company as a whole rather than directly to the
liquidity required to meet the Company’s obligations in shareholders, whether individually or in groups. The
relation to its financing arrangements. The AIFM utilises Board of the Company is responsible under the AIFM
various risk assessment methods to measure the risk of Agreement for representing the Company in its dealings
portfolio illiquidity to meet the Company’s obligations. with the AIFM.
This measurement enables the provision of management
In order to comply with its regulatory obligations, the
information to the AIFM and the Board of the Company to
AIFM holds professional indemnity insurance.
enable these risks to be monitored and managed.
Depositary and its Delegates (AIFMD 23(1)
Legal Relationship with Investors (AIFMD
(d) and (f))
23(1)(c))
Indos Financial Limited (the “Depositary”) has been
The Company is a public limited company listed on the
appointed as the Depositary of the Company under
London Stock Exchange. The Company is incorporated
a Depositary Agreement in accordance with AIFMD
under the laws of England and Wales. The constitutional
requirements. The Depositary is a company incorporated
document of the Company is its articles of association
in England (registered number 08255973) whose
which may only be amended by way of a special
registered office is at 54 Fenchurch Street, London EC3M
resolution of its shareholders. Upon the purchase

3JY. It is authorised to act as a Depositary by the FCA (FRN
of shares, an investor becomes a shareholder of the
602528). The Depositary is responsible for safekeeping
Company. A shareholder’s liability to the Company will
of the Company’s investments, including holding in
be limited to the amount uncalled on their shares.
custody those investments which are required to be
held in custody and verifying ownership and keeping
records of the Company’s other investments, and for cash
monitoring.
78
Alternative Investment

Fund Managers Directive continued
The Depositary’s duties under the Depositary Agreement The latest NAV of the Company is published in the
& GOVERNANCE
are owed to the Company as a whole and not directly to latest Annual or Half Yearly Report or quarterly
shareholders, whether individually or in groups. NAV announcement.
The investments of the Company are not of a kind Prime Broker (AIFMD 23(1)(o))
required to be held in custody by the Depositary.
The Company does not have a prime broker.
Independent Auditor (AIFMD 23(1)(d))
Method of Making Ongoing/Periodic
The independent auditor of the Company for the year
ended 31 March 2022 was PricewaterhouseCoopers LLP. Disclosures (AIFMD 23(1)(p),23(4),23(5))
The auditor’s duties, which are set out on pages 86 and Information about the Company’s risk profile and risk
87, are owed to the Company as a whole. They have a management, total leverage and any material change to
statutory responsibility to report to the members of the the arrangements for managing the Company’s liquidity,
Company as a whole in relation to the truth and fairness the proportion of assets (if any) subject to special
of the Company’s state of affairs and profit or loss. arrangements arising from liquidity, the maximum
permitted leverage or the grant of rights of re-use of
Valuation (AIFMD 23(1)(g)) collateral or guarantees in relation to leverage will be
The assets of the Company are valued in accordance provided in the Company’s Annual Reports or on the
with the provisions set out in the Valuation Policy. The Company’s website http://civitassocialhousing.com/.
Investment Committee which has been set up by the
AIFM in respect of the Company and it’s assets adds Risk Profile and Risk Management
a further level of oversight to the valuation process as (AIFMD 23(4)(c))
set out on in the Corporate Governance section of the The appointment of the AIFM as the AIFM of the
Annual Report. Company under the AIFMD means that it is responsible
for risk management and the ongoing process of
Fees and Expenses (AIFMD 23(1)(i)) identifying, evaluating, monitoring and managing
The Company incurs costs in the form of depositary fees, the risks facing the Company in accordance with the
custodian fees, bank fees and charges, marketing fees, requirements of the AIFMD. The Board keeps the AIFM’s
auditors’ fees, lawyers’ fees, fund administration fees, performance of these responsibilities under review as
company secretarial fees and other fees. part of its overall responsibility for the Company’s risk
management and internal controls.
Fair Treatment of Investors and
The principal risks of the Company are set out in the risk
Preferential Treatment (AIFMD 23(1)(j)) management section in the Annual Report. The AIFM’s
No preferential rights have been granted to any risk management system incorporates regular review
existing shareholder. of these risks and the establishment of appropriate risk
The Company and the AIFM are committed to ensuring limits and internal control processes to mitigate the
that all shareholders are treated fairly and in accordance risks. The sensitivity of the Company to relevant risks is
with UK company law. They have not and will not enter further detailed in the risk management section in the
into any arrangement with one shareholder which Annual Report.
could result in any overall material disadvantage to the
other shareholders.
Restrictions on the Use of Leverage and
Maximum Leverage (AIFMD 23(5))
Issue and Redemption of Shareholder As specified in the Investment objectives and policy in
Interests in the Company ((AIFMD 23(1)(l)) the Annual Report, The Company has the ability to put up
The Company is closed-ended and does not provide for to a maximum leverage of 40% of the Company’s Gross
redemption or repurchase of the interests of ordinary Asset Value and the AIFM oversees the use of leverage to
shareholders at their request. ensure that the use of borrowing is consistent with this
requirement. Leverage is calculated using gross assets,
Reporting and Performance (AIFMD 23(1) with various adjustments, divided by net assets.
(k), 23(1)(m) and 23(1)(n)) Under AIFMD, the Company is required to calculate
The historic performance of the Company, to the extent leverage under the two methodologies specified by
available, has been disclosed to shareholders in the the Directive, the ‘Gross Method’ and the ‘Commitment
Company’s Annual and Half Yearly Reports, which will be Method,’ the difference being that the Commitment
sent to shareholders and are available from Method allows certain exposures to be offset or netted.
http://civitassocialhousing.com/. Disclosures are made on the website of the Company.
79
Independent Auditors’ Report to the members
of Civitas Social Housing PLC
Report on the audit of the financial statements
Opinion Our audit approach

In our opinion:
Overview
● Civitas Social Housing PLC’s Group financial
statements and Company financial statements (the Audit scope
“financial statements”) give a true and fair view of ● We tailored the scope of our audit to ensure that we
the state of the Group’s and of the Company’s affairs performed enough work to be able to give an opinion
as at 31 March 2022 and of the Group’s profit and the on the financial statements as a whole, taking into
Group’s cash flows for the year then ended; account the structure of the Group and the Company,
● the Group financial statements have been the accounting processes and controls, and the
properly prepared in accordance with UK-adopted industry in which they operate. The Group consists of a
international accounting standards; single reportable segment.
● the Company financial statements have been properly
Key audit matters
prepared in accordance with United Kingdom
● Valuation of investment property (Group).
Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising FRS 101 ● Ability to continue as a going concern (Continuation
“Reduced Disclosure Framework”, and applicable law); Resolution) (Group and parent Company).
and
● the financial statements have been prepared in Materiality
accordance with the requirements of the Companies ● Overall Group materiality: £10.4 million
Act 2006. (2021: £10.4 million) based on 1% of total assets.
● Overall Company materiality: £8.2 million
We have audited the financial statements, included within (2021: £7.4 million) based on 1% of total assets.
the Annual Report and Accounts (the “Annual Report”), ● Performance materiality: £7.8 million
which comprise: the Consolidated and Company (2021: £7.8 million) (Group) and £6.2 million
Statements of Financial Position as at 31 March 2022; (2021: £5.6 million) (Company).
the Consolidated Statement of Comprehensive Income,
the Consolidated Statement of Cash Flows, and the
Consolidated and Company Statements of Changes The scope of our audit
in Equity for the year then ended; and the notes to the As part of designing our audit, we determined materiality
financial statements, which include a description of the and assessed the risks of material misstatement in the
significant accounting policies. financial statements.
Our opinion is consistent with our reporting to the
Audit and Management Engagement Committee. Key audit matters
Key audit matters are those matters that, in the auditors’
Basis for opinion professional judgement, were of most significance
We conducted our audit in accordance with International in the audit of the financial statements of the current
Standards on Auditing (UK) (“ISAs (UK)”) and applicable period and include the most significant assessed risks
law. Our responsibilities under ISAs (UK) are further of material misstatement (whether or not due to fraud)
described in the Auditors’ responsibilities for the audit of identified by the auditors, including those which had
the financial statements section of our report. We believe the greatest effect on: the overall audit strategy; the
that the audit evidence we have obtained is sufficient and allocation of resources in the audit; and directing the
appropriate to provide a basis for our opinion. efforts of the engagement team. These matters, and any
comments we make on the results of our procedures
Independence thereon, were addressed in the context of our audit
We remained independent of the Group in accordance of the financial statements as a whole, and in forming
with the ethical requirements that are relevant to our our opinion thereon, and we do not provide a separate
audit of the financial statements in the UK, which includes opinion on these matters.
the FRC’s Ethical Standard, as applicable to listed public
interest entities, and we have fulfilled our other ethical This is not a complete list of all risks identified by our
responsibilities in accordance with these requirements. audit.
To the best of our knowledge and belief, we declare Ability to continue as a going concern (Continuation
that non-audit services prohibited by the FRC’s Ethical
Resolution) is a new key audit matter this year. COVID-19,

Standard were not provided. which was a key audit matter last year, is no longer
Other than those disclosed in Note 9.0, we have provided included because of the limited impact it has had on
no non-audit services to the Company or its controlled the Group and Company’s business and operations.
undertakings in the period under audit. Otherwise, the key audit matters below are consistent
with last year.
80

of Civitas Social Housing PLC continued
& GOVERNANCE
Key audit matter How our audit addressed the key audit matter
Valuation of investment property (Group) Given the inherent subjectivity involved in the valuation
Refer to the Report of the Audit and Management of the property portfolio, and therefore the need for deep
Engagement Committee, Note 3.1, Significant estimate – market knowledge when determining the most appropriate
valuation of investment property and Note 15.0, Investment assumptions and the technicalities of valuation methodology,
property. we engaged our internal valuation experts (qualified
chartered surveyors) to assist us in our audit of this area.
Investment properties are held at a fair value of £945.2 million
Assessing the valuers’ expertise and objectivity
as at 31 March 2022 in the Consolidated Statement of
We read the Valuer’s report and confirmed that the approach
Financial Position. The valuation of the Group’s investment used was consistent with the RICS guidelines. We assessed
property is the key component of the net asset value and the Valuer’s qualifications and expertise and read their terms
underpins the Group’s result for the year. The result of the of engagement with the Group, determining that there were
revaluation this year was a gain of £12.3 million, which is no matters that affected their independence and objectivity
accounted for within ‘Change in fair value of investment or imposed scope limitations upon them. We also considered
properties’ in the Consolidated Statement of Comprehensive fees and other contractual arrangements that might exist
Income. The Group’s investment property portfolio consists between the Group and the Valuer. We found no evidence to
of specialist social housing properties located in England suggest that the objectivity of the Valuer was compromised.
and Wales which are let to Registered Providers of social
Assumptions and estimates used by the Valuer
housing on long-term leases.
In our testing, which involved the use of our internal real
estate valuation experts, we considered the assumptions
Investment property valuations were carried out by a third
utilised by the Valuer within the valuation, including
party valuer, Jones Lang LaSalle (‘JLL’ or the ‘Valuer’). The
understanding how these assumptions were developed.
Valuer was engaged by the Directors and performed their
We also performed benchmarking where observable
work in accordance with the Royal Institute of Chartered
market evidence was available. We challenged the Valuer
Surveyors (‘RICS’) RICS Valuation – Professional Standards regarding the impact of the regulatory environment on
and the requirements of International Accounting Standard investor sentiment and asset values. We attended meetings
40 ‘Investment Property’. with management and the Valuer, at which the valuation
methodology and the key assumptions were discussed.
In determining the value of a property, the Valuer has We challenged their approach to the valuations, and the
taken into account property-specific information including rationale behind the more significant valuation assumptions
the lease term and rental income payable. They applied adopted. Where assumptions were outside the expected
assumptions to arrive at the discount rate which is another range, we undertook further investigations, held further
key input to the valuation. This has reference to net initial discussions with the Valuer and obtained evidence to
yield and CPI growth rate which are influenced by prevailing support explanations received. We also challenged the
market conditions and comparable transactions. Valuers as to the extent they have taken into account the
impact of climate change and related ESG considerations
The valuation of the Group’s investment property portfolio within the Valuations. The responses provided by the
was identified as a key audit matter given the valuation Valuer and supporting evidence, enabled us to consider
is inherently subjective due to, among other factors, the the property specific factors that may have had an impact
individual nature of each property, its location and the on value, including recent comparable transactions
expected future rental streams for that particular property. where appropriate. We concluded that the assumptions
The significance of the estimates and judgements involved, used by the Valuer were consistent with our expectations
coupled with the fact that only a small percentage difference and comparable benchmarking and market transaction
in individual property valuations, when aggregated, could information for the asset type.
result in a material misstatement, warranted specific audit Data used by the Valuer and legal title
focus in this area. We validated the data used by the Valuer and found that it
was consistent with the information we audited. This data
included inputs such as current rent, rent indexation (CPI or
CPI+1%) and lease term, which we have agreed on a sample
basis to executed lease agreements as part of our audit
work. We verified legal ownership of properties through
independent title deed confirmations on a sample basis.
We concluded that the assumptions used in the valuations

by the Valuers were supportable in light of the evidence
obtained and the disclosures within the Annual Report are
sufficient and appropriate. We have no issues to report in
respect of this work.
81
Key audit matter How our audit addressed the key audit matter
Ability to continue as a going concern (Continuation We evaluated the Directors’ assessment of going concern
Resolution) (Group and Company) including the impact of the Continuation Resolution on this
Refer to the Going Concern and Viability Statement, assessment. We considered the Directors’ assessment of
the Report of the Audit and Management Engagement the likelihood of the Continuation Resolution passing. As
Committee, Note 2.2, Going concern in the Group Financial part of our analysis we also considered the impact if the
Statements and Note 2.0, Basis of preparation in the Company Continuation Resolution did not pass on the going concern
Financial Statements. assessment. As part of this evaluation, we performed the
following procedures:
The Company’s articles of association include a requirement
for the Board to propose an ordinary resolution at the annual ● We considered the composition of the shareholder
general meeting following the fifth anniversary from the register;
initial public offering of the Company for the Company to ● We held discussions with management, the
continue in its current form (the Continuation Resolution). Company’s main broker, and members of the board to
If the Continuation Resolution is passed, the Company will understand their communications with shareholders
continue its business as presently constituted and propose in the Company;
the same resolution at every fifth annual general meeting ● We challenged management’s assessment of the
thereafter. If the Continuation Resolution is not passed, the shareholder base and share price performance;
Directors will be required, within six months after the date ● We read the articles of association to understand the
of this annual general meeting, to formulate proposals process and timing of events in the situation where
for consideration by the shareholders for the voluntary the Continuation Resolution were not to pass. This
liquidation, unitisation, reorganisation or reconstruction of included challenging management’s assessment that
the Company. the Company would remain a going concern even
in the event where the Continuation Resolution were
A Continuation Resolution is due to take place at the next not to pass, taking into account the likely timescale
Annual General Meeting on 15 September 2022, which is necessary for proposals to be formulated and
within the going concern assessment period. As such, the implemented.
Directors have considered and assessed the likelihood
of the Continuation Resolution passing and the potential In addition to the procedures above, we assessed the
impact on the ability of the Company to continue as a going disclosures presented in the Annual Report in relation to
concern. The Directors are of the view that the Continuation going concern and the Continuation Resolution and consider
Resolution will be passed at the forthcoming annual these to be adequate to explain the results of the Directors’
general meeting. Additionally, the Directors expect that if assessment.
the Continuation Resolution is not passed, an event which
the Directors consider to be highly remote, formulating Further audit procedures and our findings in respect of
and implementing any such proposals would require the going concern are set out in the “Conclusions relating to
Company to continue operations for a period of at least Going Concern” section below.
12 months from the date of approval of the Company’s
financial statements.
The ability to continue as a going concern was identified

as a key audit matter given that this is the first Continuation
Resolution since the formation of the Company and there
is judgement involved in management’s assessment in the
likelihood of the Continuation Resolution passing.
82

How we tailored the audit scope
& GOVERNANCE
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the Group and the Company, the accounting
processes and controls, and the industry in which they operate.
The Group’s properties are spread across 158 statutory entities with the Group financial statements being a
consolidation of these entities. All work was carried out by the Group audit team with additional procedures
performed on the consolidation to ensure sufficient coverage and appropriate audit evidence for our opinion on the
Group financial statements as a whole.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group Financial statements – Company

Overall £10.4 million (2021: £10.4 million) £8.2 million (2021: £7.4 million)
materiality
How we 1% of total assets 1% of total assets
determined it
Rationale for The key measure of the Group’s performance is the The Company’s main activity is the holding of
benchmark valuation of investment properties and the balance investments in subsidiaries. On this basis, we set
applied sheet as a whole. Given this, we set an overall an overall Company materiality level based on
Group materiality level based on total assets. total assets.
In addition to overall Group materiality, a specific materiality was also applied to income statement line
items that impact Adjusted Profit Before Tax (‘APBT’), which is based on profit before tax, adjusted to exclude
fair value gains/(losses) on investment property and derivatives. We set a specific overall materiality level
of £1.5 million (2021: £1.5 million), equating to 5% of APBT. In arriving at this judgement, we considered the fact
that APBT is a secondary financial indicator of the Group which is disclosed as EPRA Earnings in the Annual Report
(refer to the Group Strategic Report where the term is defined in full).
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality
in determining the scope of our audit and the nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75%
(2021: 75%) of overall materiality, amounting to £7.8 million (2021: £7.8 million) for the Group financial statements and
£6.2 million (2021: £5.6 million) for the Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end
of our normal range was appropriate.
We agreed with the Audit and Management Engagement Committee that we would report to them misstatements
identified during our audit above £519,000 (Group audit) (2021: £518,000) and £411,000 (Company audit) (2021: £372,000) as
well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
In addition, we agreed with the Audit and Management Engagement Committee we would report to them
misstatements identified during our Group audit above £75,000 (2021: £77,000) for misstatements related to financial
statement line items impacting APBT within the financial statements, as well as misstatements below that amount that,
in our view, warranted reporting for qualitative reasons.
83
Conclusions relating to going concern In relation to the Directors’ reporting on how they have
applied the UK Corporate Governance Code, we have
Our evaluation of the Directors’ assessment of the Group’s
nothing material to add or draw attention to in relation to
and the Company’s ability to continue to adopt the going
the Directors’ statement in the financial statements about
concern basis of accounting included:
whether the Directors considered it appropriate to adopt
● Corroborated key assumptions (eg liquidity forecasts the going concern basis of accounting.
and financing arrangements) to underlying
Our responsibilities and the responsibilities of the
documentation and ensured this was consistent with
Directors with respect to going concern are described in
our audit work in these areas;
the relevant sections of this report.
● Considered management’s forecasting accuracy by
comparing how the forecasts made in the prior year Reporting on other information
compare to the actual results of the current year;
The other information comprises all of the information
● Understood and assessed the appropriateness of the
in the Annual Report other than the financial statements
key assumptions used both in the base case and in
and our Auditors’ report thereon. The Directors are
the severe but plausible downside scenario, including
responsible for the other information. Our opinion on the
assessing whether we considered the downside
financial statements does not cover the other information
sensitivities to be appropriately severe;
and, accordingly, we do not express an audit opinion or,
● Tested the integrity of the underlying formulas and except to the extent otherwise explicitly stated in this
calculations within the going concern and cash flow report, any form of assurance thereon.
models;
In connection with our audit of the financial statements,
● Considered the appropriateness of the mitigating
our responsibility is to read the other information and,
actions available to management in the event of the
in doing so, consider whether the other information is
downside scenario materialising. Specifically, we
materially inconsistent with the financial statements
focused on whether these actions are within the Group’s
or our knowledge obtained in the audit, or otherwise
control and are achievable;
appears to be materially misstated. If we identify
● Reviewed the debt covenant calculations agreeing an apparent material inconsistency or material
the inputs to the audited results. Additionally, we have misstatement, we are required to perform procedures
reviewed management’s stress tests on the covenants; to conclude whether there is a material misstatement
● Reviewed the disclosures provided relating to the going of the financial statements or a material misstatement
concern basis of preparation and found that these of the other information. If, based on the work we
provided an explanation of the Directors’ assessment have performed, we conclude that there is a material
that was consistent with the evidence we obtained; and misstatement of this other information, we are required
● We have performed procedures over the Continuation to report that fact. We have nothing to report based on
Resolution as detailed in the Key Audit Matter. these responsibilities.
Based on the work we have performed, we have not With respect to the Group Strategic Report and Report of
identified any material uncertainties relating to events the Directors, we also considered whether the disclosures
or conditions that, individually or collectively, may cast required by the UK Companies Act 2006 have been
significant doubt on the Group’s and the Company’s included.
ability to continue as a going concern for a period of at Based on our work undertaken in the course of the audit,
least twelve months from when the financial statements the Companies Act 2006 requires us also to report certain
are authorised for issue. opinions and matters as described below.
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.
However, because not all future events or conditions can
be predicted, this conclusion is not a guarantee as to the

Group’s and the Company’s ability to continue as a going
concern.
84

Group Strategic Report and Report of the Directors ● The Directors’ statement as to whether they have a
& GOVERNANCE
In our opinion, based on the work undertaken in the course reasonable expectation that the Company will be able
of the audit, the information given in the Group Strategic to continue in operation and meet its liabilities as they
Report and Report of the Directors for the year ended fall due over the period of its assessment, including
31 March 2022 is consistent with the financial statements any related disclosures drawing attention to any
and has been prepared in accordance with applicable legal necessary qualifications or assumptions.
requirements.
Our review of the Directors’ statement regarding the
In light of the knowledge and understanding of the longer-term viability of the Group was substantially
Group and Company and their environment obtained in less in scope than an audit and only consisted of
the course of the audit, we did not identify any material making inquiries and considering the Directors’ process
misstatements in the Group Strategic Report and Report of supporting their statement; checking that the statement
the Directors. is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether
Directors’ Remuneration the statement is consistent with the financial statements
In our opinion, the part of the Directors’ Remuneration and our knowledge and understanding of the Group and
Report to be audited has been properly prepared in Company and their environment obtained in the course
accordance with the Companies Act 2006. of the audit.
In addition, based on the work undertaken as part of
Corporate governance statement our audit, we have concluded that each of the following
The Listing Rules require us to review the Directors’ elements of the corporate governance statement is
statements in relation to going concern, longer-term materially consistent with the financial statements and
viability and that part of the corporate governance our knowledge obtained during the audit:
statement relating to the Company’s compliance with ● The Directors’ statement that they consider the
the provisions of the UK Corporate Governance Code
Annual Report, taken as a whole, is fair, balanced
specified for our review. Our additional responsibilities
and understandable, and provides the information
with respect to the corporate governance statement as
necessary for the members to assess the Group’s and
other information are described in the Reporting on other
Company’s position, performance, business model
information section of this report.
and strategy;
Based on the work undertaken as part of our audit, we ● The section of the Annual Report that describes the
have concluded that each of the following elements of the review of effectiveness of risk management and
corporate governance statement is materially consistent internal control systems; and
with the financial statements and our knowledge obtained ● The section of the Annual Report describing the
during the audit, and we have nothing material to add or work of the Audit and Management Engagement
draw attention to in relation to: Committee.
● The Directors’ confirmation that they have carried out We have nothing to report in respect of our responsibility
a robust assessment of the emerging and principal to report when the Directors’ statement relating to the
risks; Company’s compliance with the Code does not properly
● The disclosures in the Annual Report that describe disclose a departure from a relevant provision of the
those principal risks, what procedures are in place to Code specified under the Listing Rules for review by the
identify emerging risks and an explanation of how Auditors.
these are being managed or mitigated;
● The Directors’ statement in the financial statements
about whether they considered it appropriate to
adopt the going concern basis of accounting in
preparing them, and their identification of any
material uncertainties to the Group’s and Company’s
ability to continue to do so over a period of at least
twelve months from the date of approval of the

financial statements;
● The Directors’ explanation as to their assessment of
the Group’s and Company’s prospects, the period this
assessment covers and why the period is appropriate;
and
85
Responsibilities for the financial We evaluated management’s incentives and

opportunities for fraudulent manipulation of the financial
statements and the audit statements (including the risk of override of controls),
and determined that the principal risks were related
Responsibilities of the Directors for the to posting inappropriate journal entries to increase
financial statements revenue or reduce expenditure, and management bias
As explained more fully in the Statement of Directors’ in accounting estimates, in particular the valuation of
Responsibilities, the Directors are responsible for the investment properties. Audit procedures performed by the
preparation of the financial statements in accordance engagement team included:
with the applicable framework and for being satisfied
that they give a true and fair view. The Directors are also ● Discussions with management, including
responsible for such internal control as they determine consideration of known or suspected instances of
is necessary to enable the preparation of financial non-compliance with laws and regulations and fraud,
statements that are free from material misstatement, and review of the reports made by management;
whether due to fraud or error. ● Understanding of management’s internal controls
In preparing the financial statements, the Directors are designed to prevent and detect irregularities;
responsible for assessing the Group’s and the Company’s ● Assessment of matters, if any, reported to the Audit
ability to continue as a going concern, disclosing, and Management Engagement Committee;
as applicable, matters related to going concern and ● Reviewing relevant meeting minutes, including
using the going concern basis of accounting unless those of the Board of Directors and the Audit and
the Directors either intend to liquidate the Group or the Management Engagement Committee;
Company or to cease operations, or have no realistic
alternative but to do so.
● Review of tax compliance with the involvement of our
tax specialists in the audit;
● Designing audit procedures to incorporate
Auditors’ responsibilities for the audit of the
unpredictability over the nature, timing and extent of
financial statements our testing of expenses;
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from ● Procedures relating to the valuation of investment
material misstatement, whether due to fraud or error, properties described in the related key audit matter
and to issue an auditors’ report that includes our opinion. above; and
Reasonable assurance is a high level of assurance, but is ● Identifying and testing journal entries, in particular
not a guarantee that an audit conducted in accordance any journal entries posted with unusual account
with ISAs (UK) will always detect a material misstatement combinations and words.
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the There are inherent limitations in the audit procedures
aggregate, they could reasonably be expected to influence described above. We are less likely to become aware of
the economic decisions of users taken on the basis of instances of non-compliance with laws and regulations
these financial statements. that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not
Irregularities, including fraud, are instances of non- detecting a material misstatement due to fraud is higher
compliance with laws and regulations. We design than the risk of not detecting one resulting from error,
procedures in line with our responsibilities, outlined as fraud may involve deliberate concealment by, for
above, to detect material misstatements in respect of example, forgery or intentional misrepresentations, or
irregularities, including fraud. The extent to which our through collusion.
procedures are capable of detecting irregularities,
including fraud, is detailed below. Our audit testing might include testing complete
populations of certain transactions and balances,
Based on our understanding of the Group and industry, possibly using data auditing techniques. However, it
we identified that the principal risks of non-compliance typically involves selecting a limited number of items for
with laws and regulations related to compliance with testing, rather than testing complete populations. We will
the Real Estate Investment Trust (REIT) status Part 12 of often seek to target particular items for testing based on
the Corporation Tax Act 2010 and the UK regulatory their size or risk characteristics. In other cases, we will
principles, such as those governed by the Financial use audit sampling to enable us to draw a conclusion
Conduct Authority, and we considered the extent to about the population from which the sample is selected.
which non-compliance might have a material effect on

the financial statements. We also considered those laws A further description of our responsibilities for the
and regulations that have a direct impact on the financial audit of the financial statements is located on the FRC’s
statements such as the Companies Act 2006. website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditors’ report.
86

Use of this report Other matter
& GOVERNANCE
This report, including the opinions, has been prepared
In due course, as required by the Financial Conduct
for and only for the Company’s members as a body in
Authority Disclosure Guidance and Transparency Rule
accordance with Chapter 3 of Part 16 of the Companies
4.1.14R, these financial statements will form part of the
Act 2006 and for no other purpose. We do not, in giving
ESEF-prepared annual financial report filed on the
these opinions, accept or assume responsibility for any
National Storage Mechanism of the Financial Conduct
other purpose or to any other person to whom this report
Authority in accordance with the ESEF Regulatory
is shown or into whose hands it may come save where
Technical Standard (‘ESEF RTS’). This Auditors’ report
expressly agreed by our prior consent in writing.
provides no assurance over whether the annual financial
report will be prepared using the single electronic format
Other required reporting specified in the ESEF RTS.
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report
to you if, in our opinion:
● we have not obtained all the information and

explanations we require for our audit; or
● adequate accounting records have not been kept by
Saira Choudhry (Senior Statutory Auditor)
the Company, or returns adequate for our audit have
not been received from branches not visited by us; or for and on behalf of PricewaterhouseCoopers LLP
● certain disclosures of Directors’ remuneration Chartered Accountants and Statutory Auditors
specified by law are not made; or London
● the Company financial statements and the part of
29 June 2022
the Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and
returns.
We have no exceptions to report arising from this

responsibility.
Appointment
Following the recommendation of the Audit and
Management Engagement Committee, we were
appointed by the members on 31 March 2017 to audit the
financial statements for the period ended 17 November
2016 and subsequent financial periods. The period of
total uninterrupted engagement is 6 years, covering the
periods ended 17 November 2016 to 31 March 2022.
87
Consolidated
Financial
Statements
Consolidated Financial Statements
89 Consolidated Statement of Comprehensive Income
90 Consolidated Statement of Financial Position
91 Consolidated Statement of Changes in Equity
92 Consolidated Statement of Cash Flows
93 Notes to the Consolidated Financial Statements
118 Company Statement of Financial Position
119 Company Statement of Changes in Equity
120 Notes to the Company Financial Statements
88
Consolidated Statement of

Comprehensive Income
For the year ended 31 March 2022
& GOVERNANCE
For the For the
year ended year ended
31 March 2022 31 March 2021
Note £’000 £’000
Revenue
Rental income 5.0 51,636 49,020
Less direct property expenses 5.0 (978) (1,175)
Net rental income 50,658 47,845
Directors’ remuneration 6.0 (206) (198)

Investment advisory fees 8.0 (6,132) (6,117)
General and administrative expenses 9.0 (3,909) (3,183)
Total expenses (10,247) (9,498)
Change in fair value of investment properties 15.0 12,269 5,511
Operating profit 52,680 43,858

Finance income 10.0 7 20
Finance expense 11.0 (10,608) (7,737)
Change in fair value of interest rate derivatives 21.0 2,675 (66)
Profit before tax 44,754 36,075
Taxation 12.0 – –
Profit being total comprehensive income for the year 44,754 36,075
Earnings per share – basic and diluted 13.0 7.23p 5.80p
All amounts reported in the Consolidated Statement of Comprehensive Income above arise from continuing operations.
The notes on pages 93 to 117 are an integral part of these consolidated financial statements.
89
Consolidated Statement of Financial Position
As at 31 March 2022
31 March 2022 31 March 2021

Note £’000 £’000
Assets
Non-current assets
Investment property 15.0 945,237 893,684
Other receivables 17.0 23,519 21,905
Interest rate derivatives 21.0 2,131 –
970,887 915,589
Current assets
Trade and other receivables 17.0 12,865 12,821
Cash and cash equivalents 18.0 53,337 107,097
66,202 119,918
Total assets 1,037,089 1,035,507
Liabilities
Current liabilities
Trade and other payables 19.0 (9,492) (9,345)
Bank and loan borrowings 20.0 – (59,937)
(9,492) (69,282)
Non-current liabilities
Bank and loan borrowings 20.0 (352,050) (292,183)
Interest rate derivatives 21.0 – (544)
(352,050) (292,727)
Total liabilities (361,542) (362,009)
Total net assets 675,547 673,498
Equity
Share capital 22.0 6,225 6,225
Share premium reserve 23.0 292,626 292,463
Capital reduction reserve 24.0 322,365 331,140
Retained earnings 25.0 54,331 43,670
Total equity 675,547 673,498
Net assets per share – basic and diluted 26.0 110.30p 108.30p
These consolidated financial statements on pages 89 to 117 were approved by the Board of Directors of Civitas Social Housing
PLC and authorised for issue and signed on its behalf by:
Michael Wrobel
Chairman and Independent Non-Executive Director
29 June 2022
Company No: 10402528
90
Consolidated Statement of Changes in Equity

& GOVERNANCE
Share Capital
Share premium reduction Retained Total
capital reserve reserve earnings equity
Note £’000 £’000 £’000 £’000 £’000
Balance at 1 April 2020 6,225 292,405 330,926 41,008 670,564

Profit and total comprehensive income for the year – – – 36,075 36,075
Shares reissued from treasury – 58 214 – 272
Dividends paid 14.0 – – – (33,413) (33,413)
Balance at 31 March 2021 6,225 292,463 331,140 43,670 673,498
Shares bought back into treasury – – (9,259) – (9,259)
Dividends paid 14.0 – – – (34,093) (34,093)
Balance at 31 March 2022 6,225 292,626 322,365 54,331 675,547
91
Consolidated Statement of Cash Flows
For the For the

31 March 2022 31 March 2021
Note £’000 £’000
Cash flows from operating activities

Profit for the year before taxation 44,754 36,075
– Change in fair value of investment properties (12,269) (5,511)
– Change in fair value of interest rate derivatives (2,675) 66
– Rent and incentive straight line adjustments 397 68
– Bad debt (credit)/expense 5.0 (17) 289
Finance income (7) (20)
Finance expense 10,608 7,737
Increase in lease incentive receivable (2,011) (11,217)
Increase in trade and other receivables (236) (3,150)
(Decrease)/increase in trade and other payables (1,062) 1,762
Cash generated from operations 37,482 26,099
Interest received 7 20
Net cash flow generated from operating activities 37,489 26,119
Investing activities
Purchase of investment properties (27,695) (19,462)
Acquisition costs (1,640) (938)
Purchase of subsidiary – including property (13,559) –
Sale proceeds on sale of subsidiary – excluding property 2,695 –
Utilisation of restricted cash held for investing activities 529 14,232
Net cash flow used in investing activities (39,670) (6,168)
Financing activities
Cost of shares bought into treasury 24.0 (9,259) –
Proceeds from shares reissued from treasury 24.0 919 –
Dividends paid to equity shareholders (33,928) (33,319)
Bank borrowings advanced 20.0 – 84,550
Bank borrowing issue costs paid (1,805) (2,811)
Interest and security fees paid on bank borrowings and derivatives (8,590) (5,981)
Net cash flow (used in)/generated from financing activities (52,663) 42,439
Net (decrease)/increase in cash and cash equivalents (54,844) 62,390

Unrestricted cash and cash equivalents at the start of the year 18.0 103,819 41,429
Unrestricted cash and cash equivalents at the end of the year 18.0 48,975 103,819
92
Notes to the Consolidated Financial Statements

1.0 Corporate information
& GOVERNANCE
Civitas Social Housing PLC (the “Company”) was incorporated in England and Wales under the Companies Act 2006 as a public
company limited by shares on 29 September 2016 with company number 10402528 under the name Civitas REIT PLC, which was
subsequently changed to the existing name on 3 October 2016.
The address of the registered office is Beaufort House, 51 New North Road, Exeter, Devon, EX4 4EP. The Company is registered as an
investment company under section 833 of the Companies Act 2006 in England and Wales and is domiciled in the United Kingdom.
The Company did not begin trading until 18 November 2016 when the shares were admitted to trading on the London Stock
Exchange (“LSE”).
The Company’s Ordinary shares are admitted to the Official List of the Financial Conduct Authority (“FCA”) and traded on
the LSE.
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.
2.0 Basis of preparation

On 31 December 2020 EU-adopted International Financial Reporting Standards ‘IFRS’ was brought into UK law and became
UK-adopted International Accounting Standards, with future changes to IFRS being subject to endorsement by the UK
Endorsement Board. The consolidated financial statements have transitioned to UK-adopted International Accounting
Standards for the year ended 31 March 2022. This change constitutes a change in accounting framework. However, there is no
impact on recognition, measurement or disclosure in the year reported as a result of the change in framework.
The financial statements are prepared in accordance with UK-adopted International Accounting Standards and the applicable
legal requirements of the Companies Act 2006.
The Group’s consolidated financial statements have been prepared on a historical cost basis, as modified for the Group’s
investment properties and derivative financial instruments at fair value through profit or loss.
The Group has chosen to adopt EPRA best practice guidelines for calculating key alternative performance measures. These are
disclosed on page 36 with supporting calculations in Appendix 1 on pages 129 to 131.
2.1 Functional and presentation currency

The financial information is presented in Pounds Sterling which is also the functional currency of the Company, and all values
are rounded to the nearest thousand pounds (£’000s), except where otherwise indicated.
2.2 Going concern

The Group benefits from a secure income stream from long leases with the Approved Providers and present a well-diversified
risk. The Group’s cash balances as at 31 March 2022 were £53,337,000, of which £4,362,000 was held as restricted cash. Details of
this can be found in note 18.0.
The Company and its Investment Adviser, Civitas Investment Management Limited (“CIM”) continue to work closely with
the Company’s major counterparties to monitor the position on the ground and should it be needed, to offer assistance and
guidance where possible. The Board of Directors believes that the Company operates a robust and defensive business model
and that social housing and specialist healthcare are proving to be some of the more resilient sectors within the market, given
that they are based on non-discretionary public sector expenditure and that demand exceeds supply.
In November 2021 the facility with HSBC Bank plc was extended to November 2023. In May 2022 the facility with Lloyds Bank plc
was extended to July 2024.
Cash flow forecasts based on severe but plausible downside scenarios have been run, in particular the financial performance
of tenants and a reduction in rent. As at 31 March 2022, the rent would have to drop by approximately 29% before its loan
covenant is breached. At the date of approval of this report, the Company has substantial headroom within its financial loan
covenants. The Company also benefits from a secure income stream from leases with long average unexpired term leases. As
a result, the Directors believe that the Group is 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 Company’s articles of association include a requirement for the Board to propose an ordinary resolution at the annual
general meeting following the fifth anniversary from the initial public offering of the Company for the Company to continue in
its current form (the Continuation Resolution). This is the first continuation vote since the Company was set up.
If the Continuation Resolution is passed, the Company will continue its business as presently constituted and propose the
same resolution at every fifth annual general meeting thereafter. If the Continuation Resolution is not passed, the Directors will
be required, within six months after the date of this annual general meeting, to formulate proposals for consideration by the
shareholders for the voluntary liquidation, unitisation, reorganisation, or reconstruction of the Company.
93
Continued
After making appropriate enquiries of the Company’s brokers and Investment Adviser, pursuant to their recent discussions
with a number of the Company’s shareholders, the Directors are of the view that the Continuation Resolution will be passed
at the forthcoming annual general meeting. This reflects the strength and nature of the Company’s portfolio, and specifically
the provision of long-term accommodation for more than 4,000 vulnerable individuals. Accordingly, the Directors expect
that if the Continuation Resolution is not passed, an event which the Directors consider to be highly remote, formulating and
implementing any such proposals would require the Company to continue operations for a period of at least 12 months from
the date of approval of the Company’s financial statements.
The Board is, therefore, of the opinion that the going concern basis adopted in the preparation of the consolidated financial
statements is appropriate.
2.3 New standards, amendments and interpretations

The following new standards are now effective and have been adopted for the year ended 31 March 2022.
● Interest Rate Benchmark Reform – Phase 2: Amendments to IFRS 9 ‘Financial Instruments’, IAS 39 ‘Financial
Instruments; Recognition and Measurement’, IFRS 7 ‘Financial Instruments: Disclosures’, IFRS 4 ‘Insurance Contracts’
and IFRS 16 ‘Leases’ (effective for periods beginning on or after 1 January 2021). These amendments address issues that
might affect financial reporting when an existing interest rate benchmark is replaced with an alternative benchmark
interest rate. The Group’s borrowings with Lloyds Bank plc and HSBC Bank PLC and National Westminster Bank Plc have
transitioned from the London Interbank Offer Rate (LIBOR) benchmark to the Sterling Overnight Index Average (SONIA)
benchmark. The transition has not led to a material change in overall borrowing costs.
2.4 New standards, amendments and interpretations effective for future accounting periods
The following are new standards, interpretations and amendments, which are not yet effective and have not been early
adopted in this financial information, that will or may have an effect on the Group’s future financial statements:
● Amendments to IAS 1 ‘Presentation of Financial Statements (effective for periods beginning on or after 1 January 2022)
– clarifies that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the
reporting period and not expectations of or actual events after the reporting date. The amendments also give clarification
to the definition of settlement of a liability. The amendments are not expected to have a significant impact on the
preparation of the financial statements.
● Amendments to IFRS 3 ‘Business Combinations’ (effective for periods beginning on or after 1 January 2022) – gives
clarification on the recognition of contingent liabilities at acquisition and clarifies that contingent assets should not be
recognised at the acquisition date. The amendments are not expected to have a significant impact on the preparation of
the financial statements.
● Amendments to IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ (effective for periods beginning on
or after 1 January 2022) – gives clarification on costs to include in estimating the cost of fulfilling a contract for the purpose
of assessing whether that contract is onerous. The amendments are not expected to have a significant impact on the
preparation of the financial statements.
● Amendments to IFRS 9 ‘Financial Instruments’ (effective for periods beginning on or after 1 January 2022) – gives
clarification on the fees an entity includes when assessing whether the terms of a new or modified financial liability are
substantially different from the terms of the original liability. The amendments are not expected to have a significant
impact on the preparation of the financial statements.
● Amendments to IAS 1 ‘Presentation of Financial Statements’ (effective for periods beginning on or after 1 January
2023) – are intended to help entities in deciding which accounting policies to disclose in their financial statements. The
amendments are not expected to have a significant impact on the preparation of the financial statements.
● Amendments to IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’ (effective for periods
beginning on or after 1 January 2023) – introduce the definition of an accounting estimate and include other amendments
to help entities distinguish changes in accounting estimates from changes in accounting policies. The amendments are
not expected to have a significant impact on the preparation of the financial statements.
2.5 Segmental information

IFRS 8 Operating Segments requires operating segments to be identified on the basis of 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 Investment Adviser, who has formed an Executive Team, in order to allocate resources to the segments and to
assess their performance.
The internal financial reports received by the Investment Adviser’s Executive Team 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 consolidated financial statements.
94

Continued
The Directors consider the Group’s property portfolio represents a coherent and diversified portfolio with similar economic
& GOVERNANCE
characteristics and as a result, the whole portfolio of properties represents a single operating segment. In the view of the
Directors there is accordingly one reportable segment under the provisions of IFRS 8.
All of the Group’s properties are based in the UK. Geographical information is provided to ensure compliance with the
diversification requirements of the Company, other than this no geographical grouping is contained in any of the internal
financial reports provided to the Investment Adviser’s Executive Team and, therefore no geographical segmental analysis is
required by IFRS 8.
The Directors note the requirements in IFRS 8 Paragraph 34 pertaining to entities under common control and confirm that
both Auckland Home Solutions and Qualitas Housing (as lessees of the Company’s investment real estate) are under common
control of The Social Housing Family CIC (“TSHF”). The percentage and sum total of the Company’s annual rent roll pertaining
to these counterparties as if they were considered to be a ‘single customer’ can be found in note 28.0 and on page 16 of the
Annual Report.
3.0 Significant accounting judgements, estimates and assumptions

In the application of the Group’s accounting policies, which are described in note 4.0, 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 judgements, estimates and associated assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the financial year are outlined below:
3.1 Significant estimate – valuation of investment property

The Group uses the valuation carried out by its independent valuer 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 make reference to
market evidence of transaction prices for similar properties. Further information is provided in note 15.0.
The Group’s properties have been independently valued by Jones Lang LaSalle Limited (“JLL” or the “Valuer”) in accordance
with the current Royal Institution of Chartered Surveyors’ Valuation – Global Standards, incorporating the IVS, and the RICS
Valuation – Global Standards 2017 UK national supplement (the RICS “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 generally
and Specialist Supported Housing (“SSH”) and has the skills and understanding to undertake the valuations competently.
With respect to the Group’s consolidated financial statements, investment properties are valued at their fair value at each
balance sheet date in accordance with IFRS 13. Fair value measurements should be presented and classified using a fair value
hierarchy that reflects the significance of the inputs used in the measurements, according to the following levels:
Level 1 Unadjusted, quoted prices for identical assets and liabilities in active (typically quoted) markets.
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices)
Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs). Value is the
Directors’ 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.
Given the bespoke nature of each of the Group’s investments, the particular requirements of due diligence and financial
contribution obtained from the vendors together with the recent emergence of SSH, all of the Group’s investment properties
are included in Level 3.
3.2 Significant judgement – business combinations

The Group acquires subsidiaries that own investment properties. At the time of acquisition, the Group considers whether each
acquisition represents the acquisition of a business or the acquisition of an asset. Management considers the substance of the
assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.
The Group accounts for an acquisition as a business combination where an integrated set of activities is acquired in addition
to the property. Where such acquisitions are not judged to be the acquisition of a business, they are not treated as business
combinations. Rather, the cost to acquire the corporate entity is allocated between the identifiable assets and liabilities of the
entity based upon their relative fair values at the acquisition date. Accordingly, no goodwill or additional deferred tax arises.
95
Continued
All corporate acquisitions made during the year have been treated as asset purchases rather than business combinations
because no integrated set of activities was acquired.
During the year, the Group entered into a transaction to acquire the freehold properties operated by CPI Care Limited. Upon
the acquisition of the company; the properties were transferred into other group companies and the company acquired,
along with its associated operations, was sold to Envivo Corundum Bidco Limited. Further details are shown in note 16.0 to the
financial statements.
The acquired companies met the definition of a business under IFRS 3, and the transaction was therefore recorded as a
business combination.
Because the Group acquired the company with the intent to sell the business, management applied the short-cut method
under IFRS 5 – Subsidiaries acquired with a view to resale. Under this method, the subsidiary is recorded at fair value less costs
to sell, and there is no requirement to fair value the subsidiary’s individual assets and liabilities.
3.3 Significant judgement – operating lease contracts – the Group as lessor

The Group has acquired investment properties that are subject to commercial property leases with Approved Providers. The
Group has determined, based on an evaluation of the terms and conditions of the arrangements, particularly the duration
of the lease terms and minimum lease payments, that it retains all the significant risks and rewards of ownership of these
properties and so accounts for the leases as operating leases.
3.4 Significant judgement – REIT Status

Civitas Social Housing PLC is a Real Estate Investment Trust (REIT). The UK REIT regime applies when entities meet certain
conditions with the effect that the income profits and capital gains of the qualifying property rental business are exempt from
tax. Within these conditions at least 90% of the Group’s property income must be distributed as dividends to Shareholders
and the Group must ensure that the property rental business represents more than 75% of total profits and assets. It is
management’s judgement that the Group will continue to qualify as a REIT for the foreseeable future.
4.0 Summary of significant accounting policies

The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. The
policies have been consistently applied to all periods presented, unless otherwise stated.
4.1 Basis of consolidation

The consolidated financial statements comprise the financial information of the Group as at the year end date.
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. All intra-group transactions, balances, income and expenses are eliminated on
consolidation. The financial information of the subsidiaries is included in the consolidated financial statements from the date
that control commences until the date that control ceases.
If an equity interest in a subsidiary is transferred but a controlling interest continues to be held after the transfer then the
change in ownership interest is accounted for as an equity transaction.
Accounting policies of the subsidiaries are consistent with the policies adopted by the Company.
4.2 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. After initial recognition, investment property is stated at its fair value at the balance sheet 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 Consolidated Statement of Comprehensive Income.
Subsequent expenditure is capitalised only when it is probable that future economic benefits are associated with the expenditure.
Ongoing repairs and maintenance are expensed as incurred. Overheads and operating expenses are not capitalised.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use
and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is incurred 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 3.1.
96

Continued
4.3 Leases
& GOVERNANCE
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 Company has determined that it retains all the significant risks and rewards of ownership of the properties and accounts
for the contracts as operating leases as discussed in note 3.3.
Properties leased out under operating leases are included in investment property in the Consolidated Statement of Financial
Position. Rental income from operating leases is recognised on a straight line basis over the term of the relevant leases.
Lease incentive costs are recognised as an asset and amortised over the life of the lease.
4.4 Financial Assets
Classification
The Group classifies its financial assets in the following measurement categories:
● those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss); and
● those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the
cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive
income.
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,
they are classified as current assets. If not, they are presented as non–current assets.
Trade receivables are recognised initially at fair value and subsequently are measured at amortised cost using the effective
interest method, less impairment provision. The Group holds the trade receivables with the objective to collect the contractual
cash flows.
Impairment
The Group’s financial assets are subject to the expected credit loss model.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses
to be recognised from initial recognition of the receivables.
The expected loss rates are based on the payment profiles of lease income over a period of up to 12 months before 31 March
2022 or 1 April 2021, respectively, and the corresponding historical credit losses experienced within this period. The historical
loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the liability
of the tenants to settle the receivable. Such forward-looking information would include: changes in economic, regulatory,
technological and environmental factors (such as industry outlook, GDP, employment and politics); external market indicators;
and tenant base.
Based on the assessment and the specific work that is underway around collection of aged arrears, a provision of
£239,000 (2021: £256,400) has been reflected in the annual results.
Trade receivables are written off when there is no reasonable expectation of recovery.
Indicators that there is no reasonable expectation of recovery include, among others, the probability of insolvency or
significant financial difficulties of the debtor. Impaired debts are derecognised when they are assessed as uncollectible.
Cash and cash equivalents

Cash and cash equivalents include cash in hand, cash held by lawyers and liquidity funds with a term of no more than three
months that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value.
Restricted cash represents amounts held for specific commitments, tenant deposits and retention money held by lawyers in
relation to deferred payments subject to achievement of certain conditions, other retentions and cash segregated to fund
repair, maintenance and improvement works to bring the properties up to satisfactory standards for the Group and the tenants.
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Continued
Derivative financial instruments

Derivative financial instruments, which comprise interest rate swaps for hedging purposes, are initially recognised at fair value
at acquisition and are subsequently measured at fair value, being the estimated amount that the Group would receive or pay
to sell or transfer the agreement at the period end date, taking into account current interest rate expectations and the current
credit rating of the lender and its counterparties. The instrument may be an asset or a liability. The gain or loss at each fair
value remeasurement date is recognised in the Group’s Consolidated Statement of Comprehensive Income.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available
to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs
significant to the fair value measurement as a whole.
Other than derivative financial instruments which are not designated as hedging instruments, the Group does not have any
assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss.
4.5 Financial liabilities

The Group recognises a financial liability when it first becomes a party to the contractual rights and obligations in the
contract.
All financial liabilities are initially recognised at fair value, minus (in the case of a financial liability that is not at fair value
through profit or loss) transaction costs that are directly attributable to issuing the financial liability. Financial liabilities are
subsequently measured at amortised cost, unless the Group opted to measure a liability at fair value through profit or loss.
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.
Trade and other payables

Trade and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade and other payables are recognised initially at their fair value and subsequently measured at
amortised cost until settled. The fair value of a non-interest bearing liability is its discounted repayment amount. If the due
date of the liability is less than one year, discounting is omitted.
Bank and other borrowings

All bank and other borrowings are initially recognised at fair value less directly attributable transaction costs. After initial
recognition, all bank and other borrowings are measured at amortised cost, using the effective interest method. Any
attributable transaction costs relating to the issue of the bank borrowings are amortised through the Group’s Statement of
Comprehensive Income over the life of the debt instrument on a straight-line basis.
Derivative financial instruments

Derivative financial instruments may be a financial asset or a financial liability. Please refer to the accounting policy in note 4.4
for details.
4.6 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the
obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the
balance sheet date, taking into account the risks and uncertainties surrounding the obligation.
4.7 Taxation
Taxation on the profit or loss for the period not exempt under UK REIT regulations is comprised of current and deferred tax. Tax
is recognised in the Consolidated Statement of Comprehensive Income except to the extent that it relates to items recognised
as a direct movement in equity, in which case it is recognised as a direct movement in equity. Current tax is expected tax
payable on any non-REIT taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet
date, and any adjustment to tax payable in respect of previous periods.

The current tax charge is calculated on profits arising in the period and in accordance with legislation which has been
enacted or substantially enacted at the balance sheet date.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. The amount of deferred tax that is provided is based on
the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or
substantively enacted at the balance sheet date.
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Continued
4.8 Capital management
& GOVERNANCE
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 reduce the cost of capital.
Capital assets comprise the following:
31 March 2022 31 March 2021

£’000 £’000
Proceeds from the issue of Ordinary shares and retained earnings 675,547 673,498
Bank and loan borrowings 352,050 352,120
Total 1,027,597 1,025,618
Until the Group is fully invested and pending re-investment or distribution of cash receipts, the Group will invest in cash, cash
equivalents, near cash instruments and money market instruments.
The Directors may use gearing to enhance equity returns. 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 the Group.
The Group may, following a decision of the Board, raise debt from banks and/or the capital markets and the aggregate
borrowings of the Group will always be subject to an absolute maximum, calculated at the time of drawdown, of below 40% of
the Gross Asset Value on a fully invested basis.
4.9 Dividends payable to shareholders

Dividends are included in the financial statements in the year in which they are paid.
4.10 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. Lease incentives are spread evenly over the lease term.
Insurance recharges and other similar receipts are recognised under IFRS 15 ‘Revenue from contracts with customers’, and are
included in net rental and property income gross of the related costs as the Directors consider the Group acts as principal in
this respect.
4.11 Finance income

Finance income is recognised as interest, and is accrued on cash and cash equivalent balances held by the Group.
4.12 Finance costs
Finance costs consist of interest and other costs that the Group incurs in connection with bank and other borrowings. Bank
interest and bank charges are recognised on an accruals basis. Borrowing transaction costs are amortised using the effective
interest rate.
4.13 Expenses
All expenses, including investment advisory fees, are recognised in the Consolidated Statement of Comprehensive Income on
an accruals basis.
4.14 Share issue costs

The costs of issuing or reacquiring equity instruments (other than in a business combination) are accounted for as a deduction
from equity.
4.15 Share held in treasury

The costs, including directly attributable transactions costs, of purchasing the Company’s own shares to be held in treasury is
deducted from equity and the costs are shown in the Consolidated Statement of Changes in Equity. Consideration received,
net of transaction costs, for the resale of these shares is also included in equity. Whilst the Company holds shares in treasury,
the calculations for net asset value and earnings per share are adjusted to exclude these shares.
99
Continued
5.0 Rental income
For the For the

31 March 2022 31 March 2021
£’000 £’000
Rental income from investment property 51,038 48,201

Rent straight line adjustments 529 372
Lease incentive amortisation (926) (439)
Rechargeable costs received 995 886
Rental income 51,636 49,020
Less direct property expenses (978) (1,175)
Net rental income 50,658 47,845
Rechargeable costs received represent insurance and service charge costs paid by the Group and recharged to the
Approved Providers and are accounted for under IFRS 15 ‘Revenue from contracts with customers’.
Direct property expenses represent insurance and service charge costs of £995,000 (2021: £886,000) and bad debt credit of
£17,000 (2021: £289,000 expense).
As per the lease agreements with the Group and Approved Providers, the Approved Providers are responsible for the
settlement of all present and future rates, taxes and other impositions payable in respect of the property. As a result, no further
direct property expenses were incurred.
6.0 Directors’ remuneration
For the For the

31 March 2022 31 March 2021
£’000 £’000
Directors’ fees 190 182

Employer’s National Insurance Contributions 16 16
Total 206 198
The Directors are remunerated for their services in accordance with the Remuneration Policy which sets parameters within
which Directors’ remuneration may be set. The Remuneration Policy is approved by shareholders.
Disclosures required by the Companies Act 2006 on Directors’ remuneration, including salaries, share options, pension
contributions and pension entitlement and those specified by the Listing Rules of the Financial Conduct Authority are included
on pages 73 to 76 in the Remuneration Report and form part of these Financial Statements.
7.0 Particulars of employees

The Group had no employees during the year (2021: nil) other than the Directors.
8.0 Investment advisory fees
For the For the

31 March 2022 31 March 2021
£’000 £’000
Advisory fee 6,132 6,117

Total 6,132 6,117
Civitas Investment Management Limited (“CIM”) is the appointed Investment Adviser of the Company. Under the current
Investment Management Agreement, the Advisory Fee shall be an amount calculated in respect of each Quarter, in each
case based upon the Net Asset Value most recently announced to the market at the relevant time (as adjusted for issues or
repurchases of shares in the period between the date of such announcement and the date of the relevant calculation), on the
following basis:
a) on that part of the Net Asset Value up to and including £250 million, an amount equal to 1% of such part of the Net Asset Value;
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Continued
b) 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
& GOVERNANCE
part of the Net Asset Value;
c) 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;
d) 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.
The appointment of the Investment Adviser shall continue in force unless and until terminated by either party giving to the
other not less than 12 months’ written notice, such notice not to expire earlier than 30 May 2024.
9.0 General and administrative expenses
For the For the
31 March 2022 31 March 2021
£’000 £’000
Legal and professional fees 1,459 1,044

Administration fees 1,037 983
Consultancy fees 136 116
Audit fees 340 361
Abortive costs 196 174
Valuation fees 100 96
Depositary fees 71 71
Grants and donations 26 19
Insurance 84 65
Marketing 343 179
Regulatory fees 25 19
Sundry expenses 92 56
Total 3,909 3,183
Abortive costs represent legal and professional fees incurred in relation to the acquisition of investment properties and
proposed share issues that were considered but subsequently aborted.
Services provided by the Group’s auditors and their associates

The Group has obtained the following services from the Group’s auditors and their associates:
For the For the
31 March 2022 31 March 2021
£’000 £’000
Fees payable to the group's auditors and their associates for auditing financial statements:
Audit of the Group's financial statements1 296 272
Audit of subsidiary companies2 – 32
Total fees payable for audit services 296 304
Fees payable to the group's auditors and their associates for other services:
Audit related services – review of the half year financial statements 44 57
Other services3 62 –
Total fees payable to the group's auditors and their associates 402 361
1 Includes £18,000 (2021: £50,000) cost in relation to the prior year audit.
2 Most subsidiary companies are exempt from audit as detailed on page 126.
3 This amount is included within prepayments and other receivables at 31 March 2022.
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Continued
10.0 Finance income
For the For the

31 March 2022 31 March 2021
£’000 £’000
Interest and dividends received on liquidity funds 4 11

Bank interest received 3 9
Total 7 20
11.0 Finance expense
For the For the

31 March 2022 31 March 2021
£’000 £’000
Bank charges 6 3
Interest paid and payable on bank borrowings and derivatives 8,907 6,416
Amortisation of loan arrangement fees 1,653 1,293
Loan security fees 42 –
Other interest – 25
Total 10,608 7,737
12.0 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 current year ended 31 March 2022, the Group
did not have any non-qualifying profits and accordingly there is no tax charge in the year. 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 UK REIT for the foreseeable future, such that deferred tax has not been
recognised on temporary differences relating to the property rental business.
For the For the

31 March 2022 31 March 2021
£’000 £’000
Corporation tax charge for the year – –

Total – –
The tax charge for the year is less than the standard rate of corporation tax in the UK of 19%. The differences are explained below.
For the For the

31 March 2022 31 March 2021
£’000 £’000
Group
Profit before taxation 44,754 36,075
UK corporation tax rate 19.00% 19.00%

Theoretical tax at UK corporation tax rate 8,503 6,854
Effects of:
Change in value of exempt investment properties (2,331) (1,047)

Exempt REIT income (6,598) (6,511)
Amounts not deductible for tax purposes (230) 171
Unutilised residual current year tax losses 656 533
Total – –
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Continued
A deferred tax asset of £1,268,000 (2021: £1,508,000) has not been recognised in respect of the unutilised residual current year
& GOVERNANCE
losses as it is not anticipated that sufficient residual profits will be generated in the future.
The standard rate of corporation tax is currently 19%. In the Spring Budget 2021, the UK Government announced that from
1 April 2023 the corporation tax rate will increase to 25% (rather than remaining at 19%, as previously enacted). This new law was
substantively enacted on 24 May 2021.
REIT exempt income includes property rental income that is exempt from UK Corporation Tax in accordance with Part 12 of
Corporation Tax Act 2010.
13.0 IFRS Earnings per share

Earnings per share (“EPS”) amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the
Company by the weighted average number of Ordinary shares in issue during the year.
The calculation of basic and diluted earnings per share is based on the following:
For the For the

31 March 2022 31 March 2021
£’000 £’000
Calculation of Earnings per share

Net profit attributable to Ordinary shareholders (£’000) 44,754 36,075
Weighted average number of Ordinary shares (excluding shares held in treasury) 618,797,942 621,651,859
Earnings per share – basic and diluted 7.23p 5.80p
14.0 Dividends
For the For the

31 March 2022 31 March 2021
£’000 £’000
Dividend of 1.3500p for the 3 months to 31 March 2021

(1.325p 3 months to 31 March 2020) 8,403 8,237
Dividend of 1.3875p for the 3 months to 30 June 2021
(1.350p 3 months to 30 June 2020) 8,637 8,392
Dividend of 1.3875p for the 3 months to 30 September 2021
(1.350p 3 months to 30 September 2020) 8,555 8,392
Dividend of 1.3875p for the 3 months to 31 December 2021
(1.350p 3 months to 31 December 2021) 8,498 8,392
Total 34,093 33,413
On 11 May 2022, the Company announced a dividend of 1.3875 pence per share in respect of the period 1 January 2022 to
31 March 2022 totalling £8,474,000. The dividend payment was made on 28 June 2022 to shareholders on the register as at 20 May
2022. The financial statements do not reflect this dividend. The dividend was paid as a REIT property income distribution (“PID”).
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Continued
15.0 Investment property
For the For the

31 March 2022 31 March 2021
£’000 £’000
Balance at beginning of year 915,589 878,743

Property acquisitions 37,198 19,129
Acquisition costs 2,086 1,056
Lease incentives and rent straight line adjustments recognised 1,614 11,150
Change in fair value 12,269 5,511
Value advised by the property valuers 968,756 915,589
Less lease incentive assets and rent straight line assets (23,519) (21,905)
Total 945,237 893,684
Acquisitions include capital expenditure to enhance lettable space of £5,818,000 (2021: £4,077,000).
During the year the Group acquired a property holding company from Herleva Properties Limited which held assets totalling
£8,611,000. These are included within Property Acquisitions in the note above.
Herleva Properties Limited is a subsidiary of Specialist Healthcare Operations Limited (“SHO”). Andrew Dawber and Tom Pridmore
(both directors of the Investment Adviser), are each 14.99% shareholders in SHO. They are not directors of SHO, and have no
operational role in that business. SHO does not meet the definition of a related party under IAS 24.
In accordance with “IAS 40: Investment Property”, the investment property has been independently valued at fair value by JLL,
an accredited external valuer with recognised and relevant professional qualifications and recent experience of the location
and category of the investment property being valued, however, the valuations are the ultimate responsibility of the Directors.
Valuation
JLL valued the Civitas Social Housing PLC property portfolio on the basis of each individual property and the theoretical sale of
the properties without the benefit of any corporate wrapper at £968,756,000 as at 31 March 2022 (2021: £915,589,000).
JLL has provided valuation services to the Company with regards to the properties during the year. JLL has provided additional
valuation services on the acquisition of investment property to the Company during the period. The Directors have ensured
that JLL has appropriate procedures in place to ensure there are no independence conflicts with the services provided to the
Company. In relation to the year ended 31 March 2022, the proportion of the total fees payable by the Company to JLL’s total fee
income was less than 5% and is therefore minimal. Additionally, JLL has a rotation policy in place whereby the signatories on
the valuations rotate after seven years.
With the exception of the acquisition detailed in note 16.0, all corporate acquisitions during the year and the comparative year
have been treated as asset purchases rather than business combinations because following review of the IFRS 3 concentration
test, they are considered to be acquisitions of properties rather than businesses (note 3.2).
The following table provides the fair value measurement hierarchy for investment property:
Quoted prices Significant Significant

in active observable unobservable
markets (Level inputs (Level inputs (Level
Total 1) 2) 3)
£’000 £’000 £’000 £’000
Investment properties measured at fair value:

31 March 2022 945,237 – – 945,237
31 March 2021 893,684 – – 893,684
There have been no transfers between Level 1 and Level 2 during any of the years, nor have there been any transfers between
Level 2 and Level 3 during any of the years.
The valuations have been prepared in accordance with the RICS Valuation – Professional Standards (incorporating the
International Valuation Standards) by JLL, one of the leading professional firms engaged in the social housing sector.
As noted previously all of the Group’s investments are reported as Level 3 in accordance with IFRS 13 where inputs are not
based on observable market data and the value is based upon advice from relevant knowledgeable experts.
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Continued
In this instance, the determination of the fair value of investment property requires an examination of the specific merits of
& GOVERNANCE
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 SSH property owned by the Group;
ii) the particular structure of the Group’s transactions where vendors, 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) a full repairing and insuring lease with annual indexation based on CPI or CPI+1%.
The following descriptions and definitions relating to valuation techniques and key unobservable inputs made in determining
fair values are as follows:
Valuation techniques: income approach

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date (i.e. an exit price).
The valuation methodology used by the valuers follows the income approach. This approach considers the rental income
currently payable; the next uplift due on that income on review; the likelihood of a continuation of that rental income – with
growth in accordance with the leases – over the remaining terms; and then a long-term reversion which considers the likely
ability of the properties to continue to generate rent through supported housing occupation, as distinct from a reversion to
vacant possession value.
Risks are involved in both assessing the value of the rental income over the remaining terms of the leases and in also
predicting that income will continue beyond the end of the existing leases. This is a balanced judgment, which can properly
be reflected in the exit yield applied to the final year’s income and in the overall return to a purchaser.
Appropriate taxation calculations are adopted for every property based on its value and on the assumption of the sale of
the property assets directly as opposed to shares of a subsidiary company holding the property and have considered the
individual characteristics of the properties.
There are two main unobservable inputs that determine the fair value of the Group’s investment property:
i) The rate of 2% per annum has been used for CPI over the term of the subject properties’ leases in line with the Bank of
England’s long-term inflation targets for CPI. It should be noted that all leases benefit from either CPI or CPI+1 indexation.
ii) The discount rate applied to the rental flows.
Key factors in determining the discount rates applied include the regulated social housing sector and demand for each SSH
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), impact of climate change, and
the fact that all of the properties within the Group’s portfolio have the benefit of full repairing and insuring leases entered into
by an Approved Provider.
As at the balance sheet date, the lease lengths within the Group’s portfolio ranged from an effective 15 years to 36 years with a
weighted average unexpired lease term of 22.1 years (2021: 22.6). The greater the length of the lease, then, all other metrics being
equal, the greater the value of the property.
Sensitivities of measurement of significant unobservable inputs

As set out within significant accounting estimates at 3.1 above, the Group’s property investment valuation is open to inherent
uncertainties in the inputs that determine fair value. As a result, the following sensitivity analysis has been prepared:
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Continued
Average discount rate and range

The average discount rate used by the valuer in the Group’s property Portfolio Valuation is 5.5% (2021: 6.0%).
The range of discount rates used by the valuer in the Group’s property Portfolio Valuation is from 4.6% to 11.5% (2021: 4.7% to
10.7%). In assessing the range of discounts, the valuer considers the likely net initial yield which would be sought by the
investment market and builds in additional discounts to reflect added risk into the discount rate of the term and, in some
cases, the discount rate for the reversion. For example where larger rental growth is allowed during the lease, an additional
discount is built into the reversion because of the greater risk of a fall in the rent at the end of the lease.
Similarly additional discounts are considered where properties are in the process of being re-purposed and premiums are
considered where residential care assets are funded by back-to-back leases with care providers.
The table below illustrates the change to the value of investment properties if the discount rate and CPI used for the portfolio
valuation calculations are changed:
-0.5% in +0.5% in
discount rate discount rate +0.25% in CPI -0.25% in CPI
£’000 £’000 £’000 £’000
Increase/(decrease) in the IFRS fair value of investment properties at:

31 March 2022 35,620 (33,142) 28,509 (27,426)
31 March 2021 34,131 (31,776) 27,211 (26,175)
16.0 Subsidiary resale
For the For the

31 March 2022 31 March 2021
£’000 £’000
Acquisition of subsidiary companies (including intercompany loan) 13,559 –

Acquisition costs 765 –
Transfer to investment property (11,629) –
Sale proceeds (2,695) –
Total – –
On 23 April 2021, the Group entered into a transaction to acquire the freehold properties operated by CPI Care Limited.
Upon the acquisition of the companies for £13,559,000 plus transaction costs; the properties were transferred into other
group companies and the company acquired, along with its associated operations, was sold to Envivo Corundum Bidco
Limited for £2,695,000.
Envivo Corundum Bidco Limited is a subsidiary of Specialist Healthcare Operations Limited (“SHO”). Andrew Dawber and Tom
Pridmore (both directors of the Investment Adviser), are each 14.99% shareholders in SHO. They are not directors of SHO, and
have no operational role. SHO does not meet the definition of a related party under IAS 24.
17.0 Trade and other receivables
31 March 2022 31 March 2021

£’000 £’000
Amounts falling due in less than one year

Trade receivables 4,960 4,869
Less provision for impairment of trade receivables (239) (256)
Accrued income 4,982 5,264
Prepayments and other receivables 3,162 2,944

Total 12,865 12,821
Prepayments and other receivable amounts include prepaid legal and professional fees of £34,000 (2021: £200,000) that have
been incurred in connection with acquisitions yet to be completed and £1,046,000 (2021: £817,000) in respect of ongoing works
on the property portfolio.
Accrued income relates mainly to rent accrued for the year but not yet demanded.
106

Continued
& GOVERNANCE
31 March 2022 31 March 2021
£’000 £’000
Amounts falling due after more than one year

Debtor arising from straight line adjustments 2,053 1,524
Lease incentives 21,466 20,381
Total 23,519 21,905
The aged analysis of trade receivables was as follows:
31 March 2022 31 March 2021

£’000 £’000
Debtors past due
Current 1,777 2,128
< 30 days 355 817
30-60 days 105 322
> 60 days 2,723 1,602
4,960 4,869
Debtors past due
Less provision for impairment (239) (256)
Total 4,721 4,613
The Directors consider the fair value of receivables equals their carrying amount.
Other categories within trade and other receivables do not include impaired assets.
The provision for impairment movement was as follows:
For the For the

31 March 2022 31 March 2021
£’000 £’000
Balance at beginning of year 256 –

Impairment provision made 109 289
Amount recovered (126) –
Amounts written off – (33)
Balance at end of year 239 256
18.0 Cash and cash equivalents
31 March 2022 31 March 2021

£’000 £’000
Cash held by solicitors 376 721

Liquidity funds 10,489 10,485
Cash held at bank 38,110 92,613
Unrestricted cash and cash equivalents 48,975 103,819

Restricted cash 4,362 3,278
Total 53,337 107,097
Liquidity funds refer to money placed in money market funds. These are highly liquid funds with accessibility within 24 hours
and subject to insignificant risk of changes in value.
Cash held by solicitors is money held in escrow for expenses expected to be incurred in relation to investment properties
pending completion. These funds are available immediately on demand.
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Continued
Restricted cash represents amounts held for specific commitments, tenant deposits and retention money held in relation
to deferred payments subject to achievement of certain conditions, other retentions and cash segregated to fund repair,
maintenance and improvement works to bring the properties up to satisfactory standards for the Group and the tenants.
19.0 Trade and other payables
31 March 2022 31 March 2021

£’000 £’000
Deferred income 860 646

Acquisition costs accrued 2,856 3,706
Finance costs 1,840 1,557
Dividend withholding tax payable 1,057 892
Accruals and other creditors 2,202 1,979
Tenant deposits 677 565
Total 9,492 9,345
Acquisition costs accrued also include monies retained at the point of acquisition to be paid at a later date totalling £2,158,000
(2021: £2,508,000).
20.0 Bank and loan borrowings

Bank borrowings are secured by charges over individual investment properties held by certain asset-holding subsidiaries. The
banks also hold charges over the shares of certain subsidiaries and any intermediary holding companies of those subsidiaries.
Any associated fees in arranging the bank borrowings unamortised as at the year end are offset against amounts drawn on
the facilities as shown in the table below:
For the For the

31 March 2022 31 March 2021
£’000 £’000
Bank borrowings drawn at start of year 357,050 272,500

Bank borrowings drawn – 84,550
Bank borrowings drawn at end of year 357,050 357,050
Unamortised costs at start of year (4,930) (3,330)
Less: loan issue costs incurred (1,723) (2,893)
Add: loan issue costs amortised 1,653 1,293
Unamortised costs at end of year (5,000) (4,930)
At end of year 352,050 352,120
Loan Balance¹ Loan Balance¹ Loan Principal Loan Principal

31 March 2022 31 March 2021 31 March 2022 31 March 2021
£’000 £’000 £’000 £’000
Maturity of bank borrowings

Repayable within 1 year – 59,937 – 60,000
Repayable between 1 to 2 years 158,746 99,256 160,000 100,000
Repayable between 2 to 5 years 59,365 59,102 60,000 60,000
Repayable after 5 years 133,939 133,825 137,050 137,050
Total 352,050 352,120 357,050 357,050
1 Loan balance net of unamortised costs.
The Group is party to the following loan facility agreements:
A 10-year Sterling Term Facility Agreement dated 2 November 2017 for up to £52,500,000 with Scottish Widows Limited. Interest
is fixed at a total of 2.9936% per annum.
The borrowings include amounts secured on investment property to the value of £173,777,000 (2021: 170,831,000).
108

Continued
A Sterling Revolving Facility Agreement for £60,000,000 with Lloyds Bank plc. The facility has been extended to 15 July 2024,
& GOVERNANCE
interest is charged at SONIA + 1.67% margin.
The borrowings include amounts secured on investment property to the value of £153,340,000 (2021: £149,728,000).
A Revolving Credit Facility Agreement for up to £100,000,000 with HSBC Bank PLC. Interest is charged at SONIA + 2.02% margin.
The facility maturity has been extended to November 2023.
A 5-year loan facility with National Westminster Bank Plc, dated 15 August 2019, for up to £60,000,000. Interest is charged
at SONIA +2.00% margin and has been fixed by way of a 5-year swap. The swap fixes interest on £20,000,000 at 2.7105%
and £40,000,000 at 2.5475%. The loan can be extended for an additional 2 years and there is the option of a further
£40,000,000 accordion.
A 7-year loan facility with M&G Investment Management Limited, dated 22 January 2021, for up to £84,550,000. Interest is fixed at
a total of 3.137% per annum.
At 31 March 2022, the Group is in compliance with all covenants.
The covenants in place under the five agreements are summarised in the table below:
Loan Historical and projected interest cover Loan to Value ratio
Scottish Widows Limited 10-year facility At least 325% Must not exceed 40%
Lloyds Bank plc revolving credit facility At least 550% Must not exceed 52.5%
HSBC Bank PLC facility At least 250% Must not exceed 55%
National Westminster Bank Plc 5-year facility At least 250% Must not exceed 50%
M&G Investment Management Limited 7-year facility At least 250% Must not exceed 55%
The Group’s borrowings with Lloyds Bank plc, HSBC Bank PLC and National Westminster Bank Plc have transitioned from the
London Interbank Offer Rate (LIBOR) benchmark to Sterling Overnight Index Average (SONIA) benchmark during the year.
There was negligible cost involved in the borrowing facility transition and the respective hedge instrument amendments.
21.0 Interest rate derivatives
The Group has entered into interest rate swap agreements with NatWest Markets in order to mitigate the risk of changes in
interest rates on its loan with National Westminster Bank Plc under which £60,000,000 is currently drawn.
The swaps have a notional value of £60,000,000 and fix interest at 2.60% (including the 2% margin rate on the bank loan) and
have a maturity date of 15 August 2024.
For the For the

31 March 2022 31 March 2021
£’000 £’000
At start of year (544) (478)

Change in fair value during the year 2,675 (66)
Asset/(liability) at end of year 2,131 (544)
The table below shows the fair value measurement hierarchy for interest derivatives:
Significant Significant
Quote prices In Observable unobservable
active Markets Inputs (Level 2) Inputs (Level 3)
(Level 1) £’000 £’000 £’000
31 March 2022 – 2,131 –

31 March 2021 – (544) –
109
Continued
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.
22.0 Share capital

Share capital represents the nominal value of consideration received by the Company for the issue of Ordinary shares.
For the For the year

year ended ended
31 March 2022 31 March 2021
£’000 £’000
Share capital
At beginning and end of year 6,225 6,225
Number of shares issued and fully paid Ordinary shares of £0.01 each
At beginning and end of year 622,461,380 622,461,380
During the year, the Company reissued the 565,000 (2001: 250,000) Ordinary shares held in treasury at 31 March 2021 for £647,000
(2021: £272,000).
Later in the year the Company purchased 10,025,000 Ordinary shares to be held in treasury at a cost of £9,259,000. Further
purchases were made after the year end as detailed in note 23.0.
At 31 March 2022 the Company holds 10,025,000 (2021: 565,000) Ordinary shares in treasury. The shares will continue to be held
in treasury until either reissued or cancelled.
The number of Ordinary shares used to calculate the net asset value per share is 612,436,380 (2021: 621,896,380) which excludes
the shares held in treasury.
23.0 Share premium reserve

The share premium reserve represents the amounts subscribed for Ordinary share capital in excess of nominal value less
associated issue costs of the subscriptions.
For the For the

31 March 2022 31 March 2021
£’000 £’000
At beginning of year 292,463 292,405

Premium arising on shares reissued from treasury 163 58
At end of year 292,626 292,463
During the year, the Company reissued 565,000 (2021: 250,000) Ordinary shares held in treasury for £647,000 (2021: £272,000) a
gain of £163,000 (2021: £58,000) arose which is recognised in the share premium reserve.
24.0 Capital reduction reserve

The capital reduction reserve is a distributable reserve to which the value of the cancelled share premium has been
transferred. Pursuant to Article 3 of The Companies (Reduction of Share Capital) Order 2008, the balance held in the capital
reduction reserve is to be treated for the purposes of Part 23 of the Companies Act 2006 as a realised profit and therefore
available for distribution in accordance with section 830 of the Companies Act. The Company has used this reserve for the
costs of buying back shares to be held in treasury.
For the For the

31 March 2022 31 March 2021
£’000 £’000

Shares reissued from treasury 484 214
Shares bought back into treasury (9,259) –
At end of year 322,365 331,140
110

Continued
During the year, the Company reissued 565,000 (2021: 250,000) Ordinary shares held in treasury for £647,000 (2021: £272,000). The
& GOVERNANCE
cost of purchasing these shares into treasury of £484,000 (2021: £214,000) has been credited to the capital reduction reserve with
the gain credited to the Share premium reserve.
Later in the year the Company purchased 10,025,000 Ordinary shares to be held in treasury at a cost of £9,259,000. Further
purchases were made after the year end as detailed in note 23.0.
At 31 March 2022 the Company holds 10,025,000 (2021: 565,000) Ordinary shares in treasury.
25.0 Retained earnings

This reserve represents the profits and losses of the Group.
For the For the
31 March 2022 31 March 2021
£’000 £’000

Profit for the year 44,754 36,075
Dividends paid in the year (as per note 14.0) (34,093) (33,413)
At end of year 54,331 43,670
26.0 Net asset value
Basic NAV per share is calculated by dividing net assets in the Consolidated Statement of Financial Position attributable to
ordinary equity holders of the parent by the number of Ordinary shares outstanding at the end of the year.
Net asset values have been calculated as follows:
31 March 2022 31 March 2021
Net assets (£’000) 675,547 673,498

Number of Ordinary shares in issue at end of year 622,461,380 622,461,380
Number of Ordinary shares held in treasury (10,025,000) (565,000)
Number of Ordinary shares excluding treasury shares held by the Company 612,436,380 621,896,380
NAV – basic and diluted 110.30p 108.30p
111
Continued
27.0 Analysis of financial liabilities and assets arising from financing activities
For the
Interest rate Bank year ended
derivatives borrowings 31 March 2022
£’000 £’000 £’000
At beginning of year 544 352,120 352,664

Cash flows from financing activities
Loan arrangement costs paid – (1,805) (1,805)
Non cash movements

Loan arrangement fees payable – 82 82
Amortisation of loan arrangement costs – 1,653 1,653
Change in fair value of interest rate derivatives (2,675) – (2,675)
At end of year (2,131) 352,050 349,919
For the
Interest rate Bank year ended
derivatives borrowings 31 March 2021
£’000 £’000 £’000
At beginning of year 478 269,170 269,648

Cash flows from financing activities
Loan draw down – 84,550 84,550
Loan arrangement costs paid – (2,811) (2,811)
Non cash movements

Loan arrangement fees payable – (82) (82)
Amortisation of loan arrangement costs – 1,293 1,293
Change in fair value of interest rate derivatives 66 – 66
At end of year 544 352,120 352,664
28.0 Operating leases

The Group is party to a number of operating leases on its investment properties with Approved Providers. The future minimum
lease payments under non-cancellable operating leases receivable by the Group are as follows:
31 March 2022 31 March 2021

£’000 £’000
Amounts receivable
< 1 year 53,821 50,367
1-2 years 53,879 50,410
2-5 years 161,940 151,511
> 5 years 928,210 873,826
At end of year 1,197,850 1,126,114
Leases are direct-let agreements with Approved Providers for a term between 15-36 years with indexed linked annual rent
reviews. All current leases are full repairing and insuring leases; the tenants are therefore obliged to repair, maintain and
renew the properties back to the original conditions.

112

Continued
The following table gives details of percentage of annual rental income per Approved Provider:
& GOVERNANCE
31 March 2022 31 March 2021
% %
Auckland Home Solutions and Qualitas Housing 24.4 23.9

Falcon Housing Association CIC 18.7 19.7
Bespoke Supportive Tenancies 12.6 13.2
Inclusion Housing CIC 9.3 8.7
Westmoreland Supported Housing Limited 5.9 6.1
Encircle Housing Limited 5.9 6.0
Trinity Housing Association Limited 5.1 5.3
Pivotal Housing Association 3.8 3.9
Harbour Light Assisted Living CIC 3.6 3.7
Chrysalis Supported Association Limited 3.6 3.4
New Walk Property Management CIC 2.8 2.8
My Space Housing Solutions 1.3 1.2
IKE Supported Housing Limited 1.1 1.1
Hilldale Housing Association Limited 1.0 0.9
Windrush Alliance UK CIC 0.7 –
Lilly Rose Supported Housing 0.1 –
Blue Square Residential Ltd 0.1 0.1
Total 100.0 100.0
Auckland Home Solutions and Qualitas Housing are both members of the Social Housing Family C.I.C. and subject to common
control. Their annual rent figures have therefore been aggregated in the table above. The percentage relating to Auckland Home
Solutions and Qualitas Housing was 16.28% and 8.13% (2021: 23.88% and 0.02%) respectively. The annual rent at 31 March 2022 for
Auckland Home Solutions and Qualitas Housing was £8,679,000 and £4,334,000 (2021: £12,028,000 and £8,000) respectively.
The Group is also party to a number of operating leases on its long leasehold properties. The ground rent payment
commitments under these operating leases are negligible so the future minimum lease payments under these leases have not
been disclosed in these financial statements.
29.0 Controlling parties
As at 31 March 2022, there is no ultimate controlling party.
30.0 Related party disclosures
30.1 Transactions with Directors

The Directors are remunerated for their services at such rate as the Directors shall from time to time determine. The aggregate
remuneration and benefits in kind of the Directors of the Company (in each case, solely in their capacity as such) in respect of
the year ended 31 March 2022 payable out of the assets of the Company is not expected to exceed £250,000.
Fees of £190,000 (2021: £182,000) were incurred and paid to the Directors.
As at 31 March 2022 and 2021, the Directors held the following number of shares:
31 March 2022 31 March 2021

Ordinary Ordinary
shares shares
Director
Michael Wrobel Chairman 120,598 100,598
Alastair Moss Director 11,766 11,766
Alison Hadden Director – –
Caroline Gulliver Audit and Management Engagement Committee Chair 58,832 58,832
Peter Baxter Director 82,065 47,065
113
Continued
Remuneration
The Investment Adviser has reviewed its remuneration policies and procedures to ensure incentives are aligned with the
requirements of AIFMD. It includes measures to avoid conflicts of interest such as providing staff with a fixed monthly
salary and determining discretionary payments by the performance of the Investment Adviser as a whole and not linked
to any one AIF in particular. The Investment Adviser and its staff receive no remuneration through profit share, carried
interest, co-investment or other schemes related to the Company’s performance.
30.2 Transactions with the Investment Adviser

On 1 November 2016, Civitas Investment Management Limited (“CIM”) was appointed as the Investment Adviser of the Company.
Fees of £6,132,000 (2021: £6,117,000) were incurred and paid to CIM. In addition £nil (2021: £nil) disbursements were paid in the year.
The Investment Adviser has agreed to contribute £100,000 (2021: £nil) towards legal and professional fees incurred in the year.
This amount has been offset against legal and professional fees in note 9.0. This amount is outstanding at the end of the year.
As at 31 March 2022, a net amount of £151,000 (2021: £13,000) was due from CIM, which has since been received.
As at 31 March 2022, CIM held 50,000 (2021: 50,000) Ordinary shares in the Company.
31.0 Financial risk management
31.1 Financial instruments

The Group’s principal financial assets and liabilities are those that arise directly from its operations: trade and other
receivables, trade and other payables and cash and cash equivalents. The Group’s other principal financial liabilities are bank
borrowings, the main purpose of which is to finance the acquisition and development of the Group’s investment property
portfolio, and interest rate derivatives as detailed in notes 20.0 and 21.0.
All financial liabilities are measured at amortised cost, except interest rate derivatives, which are measured at fair value. All
financial instruments were designated in their current categories upon initial recognition.
Set out below is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments that are
carried in the financial statements:
Book value Fair value Book value Fair value

31 March 2022 31 March 2022 31 March 2021 31 March 2021
£’000 £’000 £’000 £’000
Financial assets
Interest rate derivatives 2,131 2,131 – –
Trade and other receivables1 34,580 34,580 33,572 33,572
Cash and cash equivalents 53,337 53,337 107,097 107,097
Financial liabilities
Trade and other payables2 8,632 8,632 8,699 8,699
Bank borrowings 352,050 349,406 352,120 354,142
Interest rate derivatives – – 544 544
1 Excludes prepayments.
2 Excludes deferred income.
The Group has five bank loans: a 10-year fixed rate loan of £52,500,000 provided by Scottish Widows Limited; a 3-year revolving
credit facility variable rate loan of £60,000,000 provided by Lloyds Bank plc; a 3-year revolving credit facility variable rate loan
of £100,000,000 provided by HSBC Bank PLC; a 5-year revolving credit facility variable rate loan of £60,000,000 provided by
National Westminster Bank Plc; and a 7-year fixed rate loan of £84,550,000 with M&G Investment Management Limited. The fair
value of the fixed rate loan is determined by comparing the discounted future cash flows.
114

Continued
Financial risk management
& GOVERNANCE
The Group is exposed to market risk, interest rate risk, credit risk and liquidity risk in the current and future years. The Board of
Directors oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of
these risks that are summarised below.
31.2 Market risk

The Group’s activities will expose it primarily to the market risks associated with changes in property values and changes in
interest rates.
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.
Risk relating to liquidity funds classified as cash and cash equivalents
The Group holds positions in two AAA rated liquidity funds that invest in a diversified range of government and
non-government money market securities, which are subject to varying degrees of risk. Some factors that affect the value of
the liquidity funds include:
● the performance of the underlying government and non-government money market securities; and
● interest rates.
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.
31.3 Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates.
The Group’s interest rate risk principally arises from long-term borrowings. To manage this, the Group has entered into a fixed
rate bank loan and three variable rate bank loans. The Group has entered into an interest rate swap on the 5-year loan facility
with National Westminster Bank Plc in order to mitigate the risk of rising interest rates.
At 31 March 2022, 55% (2021: 55%) of the Group’s borrowings are subject to a fixed rate of interest.
The exposure of the Group to variable rates of interest is considered upon drawing of any new loan facilities, to ensure that the
Group’s exposure to interest rate fluctuations is within acceptable levels.
The Investment Adviser monitors the Group’s exposure to any changes in interest rate on an ongoing basis, with the Board
updated on a quarterly basis of the current exposure of the Group’s loan facilities.
As at 31 March 2022, if interest rates had been 100 basis points higher/(lower) with all other variables held constant the impact
on profits after taxation for the year would be as below. The Investment Adviser anticipates these levels are reasonably
possible based on the observation of current market conditions that interest rates would not fluctuate more than 1%.
115
Continued
31 March 2022 31 March 2021

£’000 £’000
(Decrease)/increase in profits due to interest rates

100 basis points higher (1,066) (529)
100 basis points lower 1,572 1,600
The average effective interest rates of financial instruments at 31 March 2022 and 2021 were as follows:
31 March 2022 31 March 2021

% %
Bank borrowings – fixed rate 2.94 2.94

Bank borrowings – variable rate 2.23 1.76
Cash and cash equivalents 0.05 –
The Group’s borrowings with Lloyds Bank plc, HSBC Bank PLC and National Westminster Bank Plc will be transitioning from
the London Interbank Offer Rate (LIBOR) benchmark to Sterling Overnight Index Average (SONIA) benchmark in due course.
There is expected to be negligible cost involved in the borrowing facility transition and the respective hedge instrument
amendments.
31.4 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 risks from both its leasing activities and financing activities,
including deposits with banks and financial institutions.
Debtors and accrued income represent rent due or accrued, these amounts due are diversified between a number of
different Approved Providers of differing financial strength, see note 28.0 for details of the different counterparties. None of
the Approved Providers have listed debt and as such do not have a credit rating, however, the diversified nature of this asset
supports the credit quality.
The Group has policies in place to ensure that rental contracts are entered into only with lessees with an appropriate credit
and operational history, and limits exposure to any one tenant. The credit risk is considered to be further reduced as the
source of the rents received by the Group is ultimately provided by the Government, by way of housing benefit and care
provision, via a diverse range of Local Authorities.
For details of provisions for impairment please refer to note 17.0.
Credit risk related to financial instruments and cash deposits

One of the principal credit risks of the Group will arise with the banks and financial institutions. The Board of Directors believes
that the credit risk on short–term deposits and current account cash balances is limited because the counterparties are banks
considered to be of good credit quality. In the case of cash deposits held with lawyers, the credit risk is limited because the
cash is held by the lawyers within client accounts at banks with high credit quality.
The credit ratings for banks where balances are held by the Group are as follows:
Lloyds Bank plc A+/F1

HSBC Bank plc AA-/F1+
RBS International Limited A/FI
National Westminster Bank plc A+/F1
Ratings advised by Fitch
116

Continued
31.5 Liquidity risk
& GOVERNANCE
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.
The following table details the Group’s maturity profile in respect of its financial instrument liabilities based on contractual
undiscounted payments:
On demand <1 year 1-5 years > 5 years Total

£’000 £’000 £’000 £’000 £’000
31 March 2022
Trade and other payables 8,632 – – – 8,632
Bank borrowings – 9,336 245,974 144,602 399,912
8,632 9,336 245,974 144,602 408,544
31 March 2021
Trade and other payables 8,699 – – – 8,699
Bank borrowings – 67,909 181,048 144,602 393,559
8,699 67,909 181,048 144,602 402,258
The profile above shows the maturity profile at 31 March 2022 and included within the contracted payments is £42,862,000
(2021: £36,509,000) of loan interest payable up to the point of maturity.
32.0 Capital commitments
At 31 March 2022, the Company had funds committed totalling £92,000 (2021: £nil) concerning capital expenditure for a property
in Surrey.
33.0 Post balance sheet events
Acquisitions
On 13 May 2022, the Company completed an acquisition at North End, Wisbech for £600,000.
Dividends
On 11 May 2022, the Company announced a dividend of 1.3875 pence per share in respect of the period 1 January 2022 to
31 March 2022 totalling £8,474,000. The dividend payment was made on 28 June 2022 to shareholders on the register as at 20 May
2022. The financial statements do not reflect this dividend. The dividend was paid as a REIT property income distribution (“PID”).
Remuneration
From 1 April 2022, the remuneration of the Directors, Audit and Management Engagement Committee Chairman and Chairman’s
annual fee will increase. The Chairman’s annual fee increased by 1.9% to £53,000; the Director’s annual fee increased by 2.2% to
£34,000; however the additional fee for the Audit and Management Engagement Committee Chair remains at £5,000.
Financing
On 18 May 2022, an extension was granted for the facility with Lloyds Bank plc, which now expires in July 2024.
Treasury shares
Since 31 March 2022, the Company has made purchases of 1,700,000 Ordinary shares into treasury at an average price of 87.8p
per Ordinary share. The total cost to the Company including commission and stamp duty is £1,492,000 and following these
transactions, at 23 June 2022 the Company held 11,725,000 Ordinary shares in treasury.
117
Company Statement of Financial Position
As at 31 March 2022
31 March 2022 31 March 2021

Note £’000 £’000
Assets
Fixed assets
Investment in subsidiaries 7.0 793,284 720,918
Current assets
Trade and other receivables 9.0 4,310 3,644
Cash and cash equivalents 10.0 23,438 15,447
27,748 19,091
Total assets 821,032 740,009
Liabilities
Creditors – amounts falling due within one year
Trade and other payables 11.0 (274,020) (171,655)
(274,020) (171,655)
Total liabilities (274,020) (171,655)

Total net assets 547,012 568,354
Equity
Share capital 12.0 6,225 6,225
Share premium reserve 292,626 292,462
Capital reduction reserve 322,365 331,140
Accumulated losses 13.0 (74,204) (61,473)
Total equity 547,012 568,354
The Company has taken advantage of the provisions of Companies Act 2006 s408 and does not disclose the Company’s
individual profit and loss account. Profit for the year was £21,362,000 (2021: £52,780,000).
The Company financial statements on pages 118 to 127 were approved by the Board of Directors of Civitas Social
Housing PLC and authorised for issue and signed on its behalf by:
Michael Wrobel
Chairman and Independent Non-Executive Director
29 June 2022
Company No: 10402528

The notes on pages 120 to 127 are an integral part of these financial statements.
118
Company Statement of Changes in Equity

& GOVERNANCE
Share Capital
Share premium reduction Accumulated Total
capital reserve reserve losses equity
£’000 £’000 £’000 £’000 £’000
Balance at 1 April 2020 6,225 292,405 330,926 (80,840) 548,716

Issue of Ordinary shares
Dividends paid
Total interim dividends for the year ended – – – (33,413) (33,413)
31 March 2021 (5.375p)
Balance at 31 March 2021 6,225 292,462 331,140 (61,473) 568,354
Issue of Ordinary shares
Shares bought back into treasury – – (9,259) – (9,259)
Dividends paid
Total interim dividends for the year ended – – – (34,093) (34,093)
31 March 2022 (5.5125p)
Balance at 31 March 2022 6,225 292,626 322,365 (74,204) 547,012
The notes on pages 120 to 127 are an integral part of these financial statements.
119
Notes to the Company Financial Statements
As at 31 March 2022
1.0 Corporate information

Civitas Social Housing PLC (“the Company”) was incorporated in England and Wales under the Companies Act 2006 as a public
company limited by shares on 29 September 2016 with company number 10402528 under the name Civitas REIT PLC, which was
subsequently changed to the existing name on 3 October 2016.
The address of the registered office is Beaufort House, 51 New North Road, Exeter, Devon EX4 4EP. The Company is registered
as an investment company under section 833 of the Companies Act 2006 in England and Wales and is domiciled in the
United Kingdom.
The Company did not begin trading until 18 November 2016 when the shares were admitted to trading on the London Stock
Exchange (“LSE”).
The Company’s Ordinary shares have been admitted to the Official List of the Financial Conduct Authority (“FCA”), and are
traded on the LSE.
The principal activity of the Company is to act as the ultimate parent company of its subsidiaries (the “Group”) and to provide
shareholders with an attractive level of income, together with the potential for capital growth from investing in a portfolio of
social homes.
2.0 Basis of preparation

The financial statements have been prepared on a historical cost basis and in accordance with Financial Reporting Standard
101 Reduced Disclosure Framework (“FRS 101”) and the Companies Act 2006 as applicable to companies using FRS 101.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of
International Financial Reporting Standards (“Adopted IFRSs”), but makes amendments where necessary in order to comply
with the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
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 comparative information as otherwise required by IFRS;
● certain disclosures regarding the Company’s capital management;
● certain disclosures in relation to IFRS 15 Revenue Contracts with Customers;
● 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 Civitas Social Housing PLC.
In addition, and in accordance with FRS 101, further disclosure exemptions have been adopted because equivalent disclosures
are included in the Company’s consolidated financial statements. These financial statements do not include certain
disclosures in respect of:
● share based payments;
● financial instruments; and
● fair value measurement other than certain disclosures required as a result of recording financial instruments at fair value.
The Company has taken advantage of the exemption in section 408 of the Companies Act 2006 not to present its own income
statement or statement of comprehensive income.
New standards, amendments and interpretations

After a review of new accounting standards which are now effective, none are relevant to be adopted in the preparation of the
Company’s accounts for the year ended 31 March 2022.
120

Continued
Going concern
& GOVERNANCE
The financial statements have been prepared on a going concern basis.
As discussed in the Group financial statements above, the underlying assets of the Company benefit from a secure income stream.
The Company financial statements show an accumulated loss, however this is due to a time-lag on profits from subsidiary
companies being moved up the structure in the form of dividends.
The Company has a net current liability position of £246,272,000 (2021: £152,564,000). This balance arises due to the intercompany
balances totalling £271,632,000 (2021: £169,465,000) with the Company’s subsidiary companies. The amounts principally relate to
bank loans drawn in the Company’s subsidiary companies in order to finance the purchase of new acquisitions in accordance
with the Group’s business model. The directors of the subsidiary companies have provided a letter of comfort that they will not
seek repayment of these balances within 12 months from the date of approval of the Company’s financial statements.
The Company’s articles of association include a requirement for the Board to propose an ordinary resolution at the annual
general meeting following the fifth anniversary from the initial public offering of the Company for the Company to continue in
its current form (the Continuation Resolution). This is the first continuation vote since the Company was set up.
If the Continuation Resolution is passed, the Company will continue its business as presently constituted and propose the
same resolution at every fifth annual general meeting thereafter. If the Continuation Resolution is not passed, the Directors
will be required, within six months after the date of this annual general meeting, to formulate proposals for consideration
by the shareholders for the voluntary liquidation, unitisation, reorganisation, or reconstruction of the Company. After
making appropriate enquiries of the Company’s brokers and Investment Adviser, pursuant to their recent discussions with a
number of the Company’s shareholders, the Directors are of the view that the Continuation Resolution will be passed at the
forthcoming annual general meeting. This reflects the strength and nature of the Company’s portfolio, and specifically the
provision of long-term accommodation for more than 4,000 vulnerable individuals. Accordingly, the Directors expect that
if the Continuation Resolution is not passed, an event which the Directors consider to be highly remote, formulating and
implementing any such proposals would require the Company to continue operations for a period of at least 12 months from
the date of approval of the Company’s financial statements.
The Board is, therefore, of the opinion that the going concern basis adopted in the preparation of the consolidated financial
statements is appropriate.
Significant judgements and sources of estimation uncertainty

The key source of estimation uncertainty relates to the Company’s investment in Group companies, and is stated in the
Company’s separate financial statements at cost less impairment losses, if any. Impairment losses are determined with
reference to the investment’s fair value less estimated costs of disposal. Fair value is derived from the subsidiaries’, and their
subsidiaries’, net assets at the balance sheet date. Investment properties held by the subsidiary companies are supported
by independent valuation. Judgements and assumptions associated with the property values of the investments held by the
subsidiary companies are detailed in the Group financial statements.
3.0 Accounting policies
The financial statements of the Company follow the accounting policies laid out in the Group’s consolidated financial
statements along with the following accounting policies which have been consistently applied:
Investments in subsidiaries
The investments in subsidiary companies are included in the Company’s Statement of Financial Position at cost less provision
for impairment. Impairment losses are determined with reference to the investment’s fair value less estimated selling costs. Fair
value is derived from the subsidiaries’, and their subsidiaries’, net assets at the balance sheet date. On disposal, the difference
between the net disposal proceeds and its carrying amount is included in the income statement.
The investment in a subsidiary company may include both the purchase of shares and an intercompany loan which is
subsequently capitalised in return for shares in the subsidiary company. The intercompany loan capitalised is disclosed in
note 7.0 as a transfer between the shares and loan columns.
Loans to subsidiaries
Loans made to subsidiary companies which arise as part of the transactions for the acquisition of investments and are
subsequently capitalised by the issue of shares are recognised as investment in subsidiaries at cost. At the point the loan is
capitalised, this transaction is recognised as a transfer within the table in note 7.0.
Amounts due to subsidiary companies

Balances arising with subsidiary companies of a temporary nature are initially recognised at fair value and subsequently
measured at amortised cost.
121
Continued
4.0 Dividends
Dividends are included in the financial statements in the year in which they are paid. Details of dividends paid and proposed
are included in note 14.0 of the Group’s consolidated financial statements.
5.0 Employee information

Details of Directors’ remuneration are included in note 6.0 of the consolidated financial statements. The Company had no
employees during the year (2021: nil).
6.0 Audit fees

Audit fees in relation to the Company’s financial statements total £296,000 (2021: £272,000). For further details, please refer to
note 9.0 of the Group financial statements.
7.0 Investments in subsidiaries
For the
Shares in Loans to year ended
subsidiaries subsidiaries 31 March 2022
£’000 £’000 £’000
Balance at the beginning of the year 703,435 17,483 720,918

Increase in investments 41,712 31,013 72,725
Loans transferred 23,287 (23,287) –
Impairment (359) – (359)
At the end of the year 768,075 25,209 793,284
For the year

Shares in Loans to ended
subsidiaries subsidiaries 31 March 2021
£’000 £’000 £’000
Balance at the beginning of the year 678,247 28,673 706,920

Increase in investments 928 14,383 15,311
Loans transferred 25,573 (25,573) –
Impairment (1,313) – (1,313)
At the end of the year 703,435 17,483 720,918
Following a review comparing cost of investments to the underlying net assets of subsidiary companies, an impairment
provision has been made of £359,000 (2021: £1,313,000).
8.0 Subsidiary entities

The Company has provided a guarantee under s479C of the Companies Act 2006 in respect of the financial year ended
31 March 2022 for a number of its subsidiary companies (as indicated in the table on the following pages). The guarantee is
over all outstanding liabilities to which the subsidiary companies are subject at 31 March 2022 until they are satisfied in full.
The Group consists of a parent company, Civitas Social Housing PLC, incorporated in England and Wales (company number
10402528) and a number of subsidiaries held directly by Civitas Social Housing PLC, which operate and are incorporated in
England and Wales or Jersey.
The Group owns 100% equity shares of all subsidiaries listed below and has the power to appoint and remove the majority of
the board of directors of those subsidiaries. The relevant activities of the below subsidiaries are determined by the Board of
Directors based on the purpose of each company.
Therefore, the Directors concluded that the Group has control over all these entities and all these entities have been
consolidated within the consolidated financial statements.
122

Continued
A list of all related undertakings included within these consolidated financial statements are noted below. Indirectly held
& GOVERNANCE
subsidiary companies are marked by an indentation in the table below:
Name Registered number Principal activity Country of incorporation
Civitas Social Housing Finance Company 1 Limited* 10997707 Finance company England & Wales
Civitas Social Housing Jersey 1 Limited 124129 Holding company Jersey
Civitas SPV1 Limited* 10518729 Property investment England & Wales
Civitas Social Housing Finance Company 2 Limited* 10997698 Finance company England & Wales
Civitas Social Housing Jersey 2 Limited 124876 Holding company Jersey

123
Continued

Civitas Social Housing Finance Company 3 Limited* 10997714 Finance Company England & Wales

124

Continued
& GOVERNANCE
Civitas SPV145 Limited* 11842306 Holding company England & Wales
SPV153 Limited (previously Fieldbay Limited)* 5219012 Property investment England & Wales
FPI CO 324 Ltd* 11633019 Property investment England & Wales
Civitas SPV146 Limited* 11861500 Holding Company England & Wales

Bryn Eithin (2019) Limited* 11844898 Property investment England & Wales
Civitas SPV147 Limited* 11861974 Holding Company England & Wales
Mynydd Mawr (2019) Limited* 11844917 Property investment England & Wales
125
Continued

Bedford SPV1 Limited* 12315518 Property investment England & Wales
Bridge Property Herts Limited* 12435985 Property investment England & Wales
Bridge Propco Limited* 12445439 Property investment England & Wales
FPI Co 294 Ltd* 11519226 Property investment England & Wales
Civitas SPV HP Ltd.* 12784895 Property investment England & Wales
Civitas Financing PLC* 13546154 Holding Company England & Wales
* These entities are exempt from the requirements of the Companies Act 2006 relating to the audit of individual financial statements by virtue of Section 479A of that
Act. These are all entities that have a year end of 31 March 2022.
The registered addresses for the subsidiaries are consistent based on their country of incorporation and are as follows:
● England & Wales entities: Beaufort House, 51 New North Road, Exeter, Devon EX4 4EP
● Jersey entities: 12 Castle Street, St Helier, Jersey JE2 3RT
9.0 Trade and other receivables
31 March 2022 31 March 2021

£’000 £’000
Trade receivables 1,150 722

Prepayments and other receivables 1,902 1,433
Accrued income 1,258 1,489
Total 4,310 3,644
Prepayments and other receivable amounts include prepaid legal and professional fees of £34,000 (2021: £200,000) that have
been incurred in connection with acquisitions yet to be completed and £1,046,000 (2021: £817,000) in respect of uncompleted
works on the property portfolio.
10.0 Cash and cash equivalents
31 March 2022 31 March 2021

£’000 £’000
Cash held by solicitors 376 720

Liquidity funds 10,489 10,485
Cash held at bank 12,258 3,381
Cash and cash equivalents 23,123 14,586
Restricted cash 315 861
Total cash held at bank 23,438 15,447
Liquidity funds refer to money placed in money market funds. These are highly liquid funds with accessibility within 24 hours
and subject to insignificant risk of changes in value.
Cash held by solicitors is money held in escrow for expenses expected to be incurred in relation to investment properties
pending completion. These funds are available immediately on demand.
Restricted cash represents amounts held for specific commitments, tenant deposits and retention money held by lawyers in
relation to deferred payments subject to achievement of certain conditions, other retentions and cash segregated to fund repair,
maintenance and improvement works to bring the properties up to satisfactory standards for the Group and the tenants.
126

Continued
11.0 Trade and other payables
& GOVERNANCE
31 March 2022 31 March 2021
£’000 £’000
Retentions 288 490

Accruals 685 450
Dividend withholding tax payable 1,057 892
Deferred income 358 358
Amounts due to subsidiary companies 271,632 169,465
Total 274,020 171,655
12.0 Share capital
Share capital represents the nominal value of consideration received by the Company for the issue of Ordinary shares.
For the For the

31 March 2022 31 March 2021
£’000 £’000
Share capital
At beginning and end of year 6,225 6,225
Number of shares authorised, issued and fully paid
For the year For the year

ended ended
31 March 2022 31 March 2021
Ordinary shares of £0.01 each

At beginning and end of year 622,461,380 622,461,380
The Company holds 10,025,000 (2021: 565,000) Ordinary shares in treasury. The number of Ordinary shares used to calculate the
net asset value per share is 612,436,380 (2021: 621,896,380).
13.0 Accumulated losses
This reserve represents the profits and losses of the Company.
For the For the

31 March 2022 31 March 2021
£’000 £’000
Balance at the beginning of the year (61,473) (80,840)

Profit for the year 21,362 52,780
Dividends paid in the year (34,093) (33,413)
At end of year (74,204) (61,473)
14.0 Controlling parties

As at 31 March 2022, there is no ultimate controlling party.
15.0 Related party transactions

For all related party transactions and transactions with the Investment Adviser please make reference to notes 30.1 and 30.2 of
the Group’s consolidated financial statements and amounts due to subsidiary companies in note 17.0 above.
16.0 Post balance sheet events

Please refer to note 33.0 of the Group Consolidated financial statements on page 117.
127
Additional
Information
Additional Information
129 Appendix 1 (unaudited)
132 Five Year Financial Results
134 Shareholder Information
135 Glossary
137 Company Information
128
Appendix 1 (unaudited): Notes to the

calculation of EPRA and other alternative
performance measures
Notes 1 to 5 support the ERPA metrics disclosed on pages 36 and 37 of the Report where the definition and purpose of each
& GOVERNANCE
metric are outlined.
1.0 EPRA Earnings
For the year For the year

ended ended
31 March 2022 31 March 2021
Earnings from operational activities

Profit after taxation (£’000) 44,754 36,075
Change in fair value of derivative financial instruments (£’000) (2,675) 66
Changes in value of investment properties (£’000) (12,269) (5,511)
EPRA Earnings (£’000) 29,810 30,630
Weighted average number of shares in issue (adjusted for shares held in treasury) 618,797,942 621,651,859
EPRA Earnings per share (EPS) – basic & diluted 4.82p 4.93p
2.0 EPRA NAV Metrics
EPRA Net EPRA Net EPRA Net

Reinstatement Tangible Disposal
Value Assets Value
31 March 2022
Net assets (£’000) 675,547 675,547 675,547
Fair value of derivative financial instruments (£’000) (2,131) (2,131) –
Fair value of bank borrowings (£’000) – – 2,644
NAV (£’000) 673,416 673,416 678,191
Number of shares in issue (adjusted for shared held in treasury) 612,436,380 612,436,380 612,436,380
NAV per share 109.96p 109.96p 110.74p
EPRA Net EPRA Net EPRA Net

Reinstatement Tangible Disposal
Value Assets Value
31 March 2021
Net assets (£’000) 673,498 673,498 673,498
Fair value of derivative financial instruments (£’000) 544 544 –
Fair value of bank borrowings (£’000) – – (2,022)
NAV (£’000) 674,042 674,042 671,476
Number of shares in issue (adjusted for shared held in treasury) 621,896,380 621,896,380 621,896,380
NAV per share 108.38p 108.38p 107.97p
3.0 EPRA Net Initial Yield
For the For the

31 March 2022 31 March 2021
Investment property (£’000) 968,756 915,589

Allowance for estimated purchasers’ costs (£’000) 56,412 53,753

Gross up completed property portfolio (£’000) 1,025,168 969,342
Annualised net rents (£’000) 54,091 50,780
Add: notional rent expiration of rent free periods or other lease incentives (£’000) – –
Topped-up net annualised rent (£’000) 54,091 50,780
EPRA NIY 5.28% 5.24%
EPRA Topped-up NIY 5.28% 5.24%
129
performance measures Continued
4.0 EPRA Vacancy Rate
For the For the

31 March 2022 31 March 2021
Estimated Market Rental Value (ERV) of vacant spaces (£’000) – –

Estimated Market Rental Value (ERV) of whole portfolio (£’000) 54,091 50,380
EPRA Vacancy Rate 0% 0%
5.0 EPRA Costs Ratio
For the For the

31 March 2022 31 March 2021
Total administrative and operating expenses 10,247 9,498

Direct property expenses 978 1,175
Less property expenses recovered through rents (995) (886)
EPRA Costs (including direct vacancy costs) 10,230 9,787
Direct vacancy costs – –
EPRA Costs (excluding direct vacancy costs) 10,230 9,787
Rental income 51,636 49,020

Less rechargeable costs received (995) (886)
Gross rental income 50,641 48,134
EPRA Cost Ratio (including direct vacancy costs) 20.20% 20.33%

EPRA Cost Ratio (excluding direct vacancy costs) 20.20% 20.33%
The Group has not incurred any direct vacancy costs.
6.0 EPRA Table of Capital Expenditure
For the For the

31 March 2022 31 March 2021
£’000 £’000
Acquisitions including incidental costs of purchase 33,466 16,108

Development – –
Investment properties
Incremental lettable space – –
Enhancing lettable space 5,818 4,077
Tenant incentives 1,614 11,217
Other material non-allocated types of expenditure – –
Capitalised interest – –
Total Capital Expenditure 40,898 31,402
Conversion from accruals to cash basis 1,312 215
Total Capital Expenditure on a cash basis 42,210 31,617
The Group has not capitalised any overhead or operating expenses.
130

performance measures Continued
7.0 Portfolio NAV
& GOVERNANCE
IFRS NAV adjusted to reflect investment property valued on a portfolio basis rather than individual asset basis.
31 March 2022 31 March2021
Net assets (£’000) 675,547 673,498

Adjustment for change to property valuation (£’000) 76,784 63,270
Portfolio net assets (£’000) 752,331 736,768
Number of Ordinary shares in issue (adjusted for shares held in treasury) 612,436,380 621,896,380
Portfolio Net Assets per share 122.84p 118.47p
8.0 Leveraged Internal rate of return (IRR)
This is the annual growth rate, based on growth in net asset value per share since launch and dividends paid to
Ordinary shareholders.
31 March 2022 31 March 2021
IFRS NAV per share 110.3000p 108.300p

31 May 2017 Interim dividend 0.7500p 0.7500p
31 August 2017 Interim dividend 0.7500p 0.7500p
30 November 2017 Interim dividend 0.7500p 0.7500p
9 March 2018 Interim dividend 0.7500p 0.7500p
8 June 2018 Interim dividend 1.2500p 1.2500p
7 September 2018 Interim dividend 1.2500p 1.2500p
11 January 2019 Interim dividend 1.1100p 1.1100p
28 February 2019 Interim dividend 0.1400p 0.1400p
28 February 2020 Interim dividend 1.3250p 1.3250p
4 December 2020 Interim dividend 1.3500p 1.3500p
1 March 2021 Interim dividend 1.3500p 1.3500p
11 June 2021 Interim dividend 1.3500p –
10 September 2021 Interim dividend 1.3875p –
13 December 2021 Interim dividend 1.3875p –
11 March 2022 Interim dividend 1.3875p –
134.4875p 126.9750p
IFRS NAV per share at launch 98.0000p 98.0000p
Levered IRR 6.63% 6.54%
131
Five Year Financial Results
Group Statement of Comprehensive Income
For the
period from
For the For the For the For the 18 November
year ended year ended year ended year ended 2016 to
31 March 2022 31 March 2021 31 March 2020 31 March 2019 31 March 2018
£’000 £’000 £’000 £’000 £’000
Revenue
Rental income 51,636 49,020 46,165 35,738 18,606
Less direct property expenses (978) (1,175) (259) – –
Net rental income 50,658 47,845 45,906 35,738 18,606
Directors’ remuneration (206) (198) (176) (163) (205)

Investment advisory fees (6,132) (6,117) (6,183) (6,457) (5,773)
General and administrative expenses (3,909) (3,183) (3,501) (3,022) (2,915)
Total expenses (10,247) (9,498) (9,860) (9,642) (8,893)
Change in fair value of investment properties 12,269 5,511 9,389 3,652 30,633
Operating Profit 52,680 43,858 45,435 29,748 40,346

Finance income 7 20 110 491 413
Finance expenses – relating to bank borrowings (10,608) (7,737) (7,342) (3,975) (1,041)
Finance expenses – relating to C share amortisation – – – (6,400) (2,792)
Change in fair value of interest rate derivatives 2,675 (66) (478) – –
Profit before tax 44,754 36,075 37,725 19,864 36,926
Taxation – – – – –
Profit being total comprehensive income 44,754 36,075 37,725 19,864 36,926
Earnings per share – basic 7.23p 5.80p 6.06p 4.67p 10.55p

Earnings per share – diluted 7.23p 5.80p 6.06p 4.22p 6.27p
Dividend declared 5.55p 5.40p 5.30p 5.00p 3.00p
132
Five Year Financial Results

Continued
Group Statement of Financial Position
& GOVERNANCE
31 March 2022 31 March 2021 31 March 2020 31 March 2019 31 March 2018
£’000 £’000 £’000 £’000 £’000
Assets
Non-current assets
Investment property 945,237 893,684 867,988 820,094 516,222
Other receivables 23,519 21,905 10,755 6,824 –
Interest rate derivatives 2,131 – – – –
970,887 915,589 878,743 826,918 516,222
Non-current assets
Trade and other receivables 12,865 12,821 10,838 5,723 3,315
Cash and cash equivalents 53,337 107,097 58,374 54,347 249,608
66,202 119,918 69,212 60,070 252,923
Total assets 1,037,089 1,035,507 947,955 886,988 769,145
Liabilities
Current liabilities
Trade and other payables (9,492) (9,345) (7,743) (15,324) (10,176)
Bank and loan borrowings – (59,937) (59,730) – –
C shares – – – – (298,752)
(9,492) (69,282) (67,473) (15,324) (308,928)
Non-current liabilities
Bank and loan borrowings (352,050) (292,183) (209,440) (205,156) (90,822)
Interest rate derivatives – (544) (478) – –
(352,050) (292,727) (209,918) (205,156) (90,822)
Total liabilities (361,542) (362,009) (277,391) (220,480) (399,750)
Total net assets 675,547 673,498 670,564 666,508 369,395
Assets
Share capital 6,225 6,225 6,225 6,225 3,500
Share premium reserve 292,626 292,463 292,405 292,405 –
Capital reduction reserve 322,365 331,140 330,926 331,625 331,625
Retained earnings 54,331 43,670 41,008 36,253 34,270
Total equity 675,547 673,498 670,564 666,508 369,395
Net assets per share – basic 110.30p 108.30p 107.87p 107.08p 105.54p
Net assets per share – diluted 110.30p 108.30p 107.87p 107.08p 105.54p
Portfolio NAV 122.84p 118.47p 118.35p 119.07p 113.86p
Share price 87.40p 107.80p 96.40p 96.00p 97.40p
Total shareholder return (on a NAV basis) 37.23% 29.57% 23.64% 17.43% 10.76%
Leverage 34.43% 34.48% 26.90% 22.00% 12.00%
133
Shareholder Information
Share Information Association of Investment Companies

The Company’s Ordinary shares of 1p each are quoted The Company is a member of the AIC, which publishes
on the Official List of the FCA and traded on the premium statistical information in respect of member companies.
segment of the Main Market of the London Stock Exchange The AIC can be contacted on 020 7282 5555, enquiries@
(LSE). theaic.co.uk or visit the website: www.theaic.co.uk.
SEDOL number BD8HBD3

Electronic Communications from
ISIN GB00BD8HBD32
Ticker/TIDM CSH the Company
LEI 213800PGBG84J8GM6F95 Shareholders now have the opportunity to be notified by
email when the Company’s Annual Report, Half-Yearly
Report and other formal communications are available on
Frequency of NAV Publication the Company’s website, instead of receiving printed copies
The Company’s NAV is released to the LSE on a quarterly by post. This has environmental benefits in the reduction of
basis and published on the Company’s website: paper, printing, energy and water usage, as well as reducing
www.civitassocialhousing.com. costs to the Company.
If you have not already elected to receive electronic

Sources of Further Information communications from the Company and wish to do so, please
Copies of the Company’s Annual and Half-Yearly Reports, contact the Registrar.
Stock Exchange announcements and further information
on the Company can be obtained from its website:
www.civitassocialhousing.com.
Share Register Enquiries

The register for the Company’s Ordinary shares is
maintained by Link Group. In the event of queries
regarding your holding, please contact the Registrar
on 0371 664 0300 (calls are charged at the standard
geographic rate and will vary by provider; calls outside
the UK will be charged at the applicable international
rate). Lines are open between 9.00am and 5.30pm,
Monday to Friday, excluding public holidays in England
and Wales. You can also email [email protected].
Changes of name and/or address must be notified in

writing to the Registrar: Link Group, 10th Floor, Central
Square, 29 Wellington Street, Leeds LS1 4DL
Key Dates
June Annual results announced
Payment of fourth final dividend
September Company’s half-year end
Annual general meeting
Payment of first interim dividend
December Half-yearly results announced
Payment of second interim dividend
February Payment of third interim dividend

March Company’s year end
134
Glossary

AIFM means the Alternative Investment Fund Manager. EPRA Net Reinstatement Value (“EPRA NRV”) is an
& GOVERNANCE
EPRA NAV metric which assumes that entities never sell
AIFMD means the Alternative Investment Fund Managers assets and aims to represent the value required to rebuild
Regulations 2013 (as amended by The Alternative the entity.
Investment Fund Managers (Amendment etc.) (EU Exit)
Regulations 2019) and the Investment Funds Sourcebook EPRA Net Tangible Assets (“EPRA NTA”) is an EPRA
forming part of the FCA Handbook. NAV metric which assumes that entities buy and sell
assets, thereby crystallising certain levels of unavoidable
ALMO means an arm’s length management organisation, deferred tax.
a not-for-profit company that provides housing services
on behalf of a Local Authority. EPRA Net Disposal Value (“EPRA NDV”) is an EPRA
NAV metric which represents the shareholders’ value
Alternative Performance Measures (APMs) means a
under a disposal scenario, where deferred tax, financial
financial measure of historical financial performance, instruments and certain other adjustments are calculated
financial position, or cash flows, other than a financial to the full extent of their liability, net of any resulting tax.
measure defined or specified in the applicable financial
reporting framework. EPRA Run Rate means the ratio of a company’s earnings
(excluding fair value gains/losses) over dividends paid to
Annualised rent roll means the total rental income due shareholders.
over the first year from the date of valuation, including an
estimated rental uplift based on a long-term inflation rate. Gross Asset Value means total assets.
Approved Provider means Approved Providers, Local Group means the Company and its subsidiaries.
Authorities, ALMOs, Community Interest Companies,
Housing Association or HA means an independent
Registered Charities and other regulated organisations
directly or indirectly in receipt of payment from local or society, body of trustees or company established for
central government including the NHS. the purpose of providing low-cost social housing for
people in housing need generally on a non-profit
Care Provider means a provider of care services to the making basis. Any trading surplus is typically used to
occupants of Specialist Supported Housing, registered maintain existing homes and to help finance new ones.
with the Care Quality Commission. Housing Associations are regulated by the Regulator of
Social Housing.
CIM means Civitas Investment Management Limited or
CIM (formerly known as Civitas Housing Advisors Limited IFRS Net Asset Value or IFRS NAV means the net asset
until its change of name on 7 May 2020). value of the Group on the relevant date, prepared in
accordance with IFRS accounting principles.
Community Interest Company or CIC means a
company approved by the Office of the Regulator of Investment Adviser means Civitas Investment
Community Interest Companies as a community interest Management Limited (“CIM”), a company incorporated in
company and registered as such with Companies House. England and Wales with company number 10278444, in its
capacity as investment adviser to the Company.
Company means Civitas Social Housing PLC, a company
incorporated in England and Wales with company IPO means Initial Public Offering.
number 10402528.
IRR means internal rate of return.
CMA Order means the Statutory Audit Services Order
2014, issued by the Competition and Markets Authority. Levered IRR means the internal rate of return including
the impact of debt.
Current Leverage means the percentage taken as total
bank borrowings drawn over total assets. Local Authority or LA means the administrative bodies
for the local government in England comprising 326
Dividend Yield means the ratio of the total annual authorities (including 32 London boroughs).
dividend payments over market price per share.

Net Initial Yield means the ratio of net rental income
EPRA means the European Public Real Estate Association. and gross purchase price of a property.
EPRA EPS is the EPRA earnings divided by the weighted NHS means the publicly funded healthcare system of
average number of shares in issue in the period. the United Kingdom comprising The National Health
Service in England, NHS Scotland, NHS Wales and Health
and Social Care in Northern Ireland, including, for the
avoidance of doubt, NHS Trusts.
135
Glossary
Continued
NHS Trust means a legal entity, set up by order of the RICS means Royal Institution of Chartered Surveyors.
Secretary of State under section 25 of, and Schedule 4 to,
the National Health Service Act 2006, to provide goods RSH means the Regulator of Social Housing, the
and services for the purposes of the health service. executive non-departmental public body, sponsored
by the Ministry of Housing, Communities and Local
Ongoing Charges (previously Total Expense Ratios Government, which is the regulator for Social Homes
or TERs) means the figure published annually by the providers in England and Wales.
Company which shows the drag on performance caused
by operational expenses. More specifically, it is the Social homes or social housing means social rented
annual percentage reduction in shareholder returns as homes and other accommodation that are offered at
a result of recurring operational expenses assuming rents subsidised below market level or are constituents
markets remain static and the portfolio is not traded. of other appropriate rent regimes such as exempt rents
Although the Ongoing Charges figure is based on or are subject to bespoke agreement with entities such as
historical information, it provides shareholders with an NHS Trusts and are provided by Approved Providers.
indication of the likely level of costs that will be incurred
Specialist Supported Housing or SSH means social
in managing the Company in the future.
housing which incorporates some form of care or other
Portfolio means the Group’s portfolio of assets. ancillary service on the premises.
Portfolio Net Asset Value or Portfolio NAV means the SPV means special purpose vehicle, a corporate vehicle
net asset value of the Company, with assets aggregated in which the Group’s properties are held.
rather than valued on an asset by asset basis, as at the
Target Return means the target return on investment.
relevant date, calculated on the basis of an independent
Portfolio Valuation. See note 7.0 to Appendix 1 for a Total Return means Net Total Return, being the change
reconciliation to IFRS NAV. in IFRS NAV over the relevant period plus dividend paid.
Portfolio Basis means the Portfolio NAV (as defined Total Shareholder Return means a measure of the
above) return based upon share price movement over the period
plus dividend paid.
Portfolio Valuation means an independent valuation of
the Portfolio by Jones Lang LaSalle Limited or such other Valuation means an independent valuation of the
property adviser as the Directors may select from time Portfolio by Jones Lang LaSalle Limited or such other
to time, based upon the Portfolio being held, directly or property adviser as the Directors may select from
indirectly, within a corporate vehicle or equivalent entity time to time, prepared in accordance with RICS “Red
which is a wholly owned subsidiary of the Company and Book” guidelines and based upon a valuation of each
otherwise prepared in accordance with RICS “Red Book” underlying investment property rather than the value
guidelines. ascribed to the portfolio and on the assumption of
a theoretical sale of each property rather than the
REIT means a qualifying real estate investment trust in
corporate entities in which all of the Company’s
accordance with the UK REIT Regime introduced by the
investment properties are held.
UK Finance Act 2006 and subsequently re-written into
Part 12 of the Corporation Tax Act 2010. WAULT or “Weighted Average Unexpired Lease Term”
is the product of annualised rent roll at period end and
the time in years to when the lease expires for each given
lease, summed across leases, and then divided by the
total annualised rent roll of the portfolio. The result is
expressed in years. WAULT is a key measure of the quality
of the Company’s portfolio. Long lease terms underpin
the security of the Company’s income stream.
136
Company Information

Non-executive Directors
& GOVERNANCE
Michael Wrobel, Chairman
Peter Baxter, Senior Independent Director and Chairman of the Nomination and Remuneration Committee
Caroline Gulliver, Chair of the Audit and Management Engagement Committee
Alison Hadden
Alastair Moss
Registered Office Depositary
Beaufort House INDOS Financial Limited
51 New North Road 5th Floor
Exeter 54 Fenchurch Street
Devon EX4 4EP London EC3M 3JY
Registered no: 10402528
www.civitassocialhousing.com
Registrar
Alternative Investment Fund Manager Link Group
10th Floor
G10 Capital Limited Central Square
3 More London Riverside 29 Wellington Street
London SE1 2AQ Leeds LS1 4DL
Investment Adviser Independent Auditors and Reporting

Civitas Investment Management Limited Accountants
13 Berkeley Street
London W1J 8DU PricewaterhouseCoopers LLP
7 More London Riverside
London SE1 2RT
Joint Corporate Brokers
Liberum Capital Limited Legal and Tax Adviser
Ropemaker Place
25 Ropemaker Street Cadwalader, Wickersham & Taft LLP
London EC2Y 9LY Dashwood House
69 Old Broad Street
London EC2M 1QS
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF Public Relations Adviser
Buchanan
Company Secretary 107 Cheapside
London EC2V 6DN
Link Company Matters Limited
Beaufort House
51 New North Road Tax Adviser
Exeter BDO LLP
Devon EX4 4EP 55 Baker Street
London W1U 7EU
Administrator
Link Alternative Fund Administrators Limited
Beaufort House
51 New North Road
Exeter
Devon EX4 4EP
137
Civitas Investment Management Limited
13 Berkeley Street,
London W1J 8DU
T 020 3058 4840
E [email protected]
W www.civitasim.com

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Annual Report and

Responsible Economic Returns

GROUP STRATEGIC REPORT

Business Model What We Do

The Approved Provider pays

£969m 696 4,592

£652m 675,547 1,037,089

87.4 pence 6.3% 5.55 pence

Closed Ended Inflation Linked 37.2%

# Alternative Performance Measures. Terms are defined in the Glossary.

GROUP STRATEGIC REPORT

7.23p £54.1m 22.1 yrs

2022 2022 2022

2022 2022 2022

Investment Dividends declared Annualised rent

2022 2022 2022

915.6 5.40 50.8

# Alternative Performance Measures. Terms are defined in the Glossary.

Levered IRR* since IPO (IFRS and Portfolio Basis)

140 (IRR 8.53%)*

IFRS NAV + cumulative dividends paid (pence per share)

Share price performance (pence)

25 Section 172 (1) Statement and Stakeholder Engagement

From the Chairman

1. This is a target and not a formal dividend forecast or a profit forecast.

GROUP STRATEGIC REPORT

1. Amsterdam 13. Denver 25. Helsinki 37. Montreal 49. Seattle

Our strategy for growth

South West 120 15.5 15.5

Market Value (%) Tenancies

South West South West

London Yorkshire and the

South East South East

North West Wales

East Midlands 46 London

GROUP STRATEGIC REPORT

Qualitas Housing1 Qualitas Housing1

Trinity New Walk

Harbour Light Harbour Light

New Walk Encircle

8.1 My Space Hilldale

Tenancies Market Value (%)

Qualitas Housing1 Qualitas Housing1

New Walk Harbour Light

Chrysalis New Walk

Proposed New Regulatory Clause

“A Place for Me”

Phase two work with E.ON

A growing team of specialists

GROUP STRATEGIC REPORT

Market Commentary Background

The year saw modest additions to the portfolio of around

At the same time, the Company continues to develop

GROUP STRATEGIC REPORT

We are continuing to evaluate further portfolio

We remain committed to generating growth and

Specialist Housing Financial Review

GROUP STRATEGIC REPORT

Ensuring buildings Ensuring rents at Sounding Board