REGISTERED NUMBER: 10395631 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2024

FOR

SECOND CITY HOUSING LTD

Page

Company Information

1

Strategic Report

2

Report of the Director

4

Report of the Independent Auditors

5

Income Statement

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTOR:

D G Davey

REGISTERED OFFICE:

6 Well Street

Birmingham

B19 3BG

REGISTERED NUMBER:

10395631 (England and Wales)

AUDITORS:

Thapers Limited

Chartered Accountants

Harpal House

14 Holyhead Road

Handsworth

Birmingham

West Midlands

B21 0LT

The directors of Second City Housing Ltd present their report and financial statements for the year ended 30th September 2024.

PRINCIPAL ACTIVITY AND BUSINESS MODEL

Second City Housing Ltd (SCH) is a leading social housing provider based in the West Midlands. Since its establishment in 2016, the company's principal activity has been to provide temporary and supported accommodation to vulnerable groups, including homeless families, individuals receiving social services support, and those escaping domestic violence. SCH operates by leasing and managing a portfolio of properties, which it then lets under contract to various local authorities and Registered housing providers.

SCH forms part of a wider group of more than twenty companies, collectively owning or managing over 1,500 properties across the UK and operating 10 hotels focused on health and wellbeing. This group structure enables SCH to leverage shared resources and expertise, acting as a catalyst for community change through powerful partnerships with local councils.

Employees' performance on their assigned tasks is regularly measured, and the personal development of staff is monitored annually. SCH also believes in the Investor in People standard, which it supports through various training courses offered through-out the year. To maintain and enhance the quality of services provided, Second City Housing recognizes the importance of recruiting support and social care workers with diverse skills and backgrounds. The organization's commitment to wider people diversity and skills expansion is not only a strategic business decision but also aligns with the overarching goal of making a meaningful impact in the wider community.

BUSINESS REVIEW & PERFORMANCE

Operational and Strategic Development -

The year under review was one of significant strategic progress. SCH successfully secured substantial new contracts under the Dynamic Purchasing System (DPS) with Birmingham City Council and other local authorities. These contracts, established to support the councils' statutory duties under the Housing Act, are for the procurement of temporary accommodation for a minimum of 56 days to prevent homelessness. In addition to the new DPS framework, SCH continues to maintain its existing Block and National Provider Registration Framework (NPRF) contracts with Birmingham City Council. The contract durations range from two to ten years and cover a variety of property types, from studios to six-bedroom units. This success in competitive tender processes underscores SCH's robust operational capability and its key role in addressing the homelessness crisis.

Financial Performance -

The 2023/24 financial year presented a challenging economic environment for the housing sector. SCH demonstrated resilience by achieving a 25% increase in turnover (sales) compared to the prior year. This operational success was achieved despite significant economic headwinds, including a steep rise in finance and repair costs. Consequently, while Profit before Tax increased by a modest 5.3%, it reflects the company's ability to grow profitably under pressure. Key financial movements include:

- Administrative Expenses: Increased by 26.3%, primarily driven by high inflation and rising business costs and more resources allocated to new investments.

- Tangible Fixed Assets: Grew by 12.8% (from £1.43 million to £1.61 million), indicating continued strategic investment in the long-term property portfolio to support future capacity and growth.

- Profitability Pressures: Net profitability was impacted by sharply increased cost of sales and wage costs, the latter due to the rise in the National Living Wage and associated National Insurance contributions. This, coupled with a strategic shift in financing structure, led to a temporary reduction in short-term liquidity.

Value for Residents and Service Delivery -

Recognising increased levels of vulnerability, SCH enhanced its resident support services. A pilot support hub was established as a core service, providing residents with specialist mental health support and streamlined access to advice. Furthermore, SCH worked in partnership with residents to scrutinise and improve services. Through one-to-one support, aids and adaptations, and advice on maximising income and budgeting, the company provided direct, meaningful assistance to its community.

PRINCIPAL RISKS AND UNCERTAINTIES

The Board has identified the following as the principal risks and uncertainties facing the business:

- Economic and Financial Viability: High inflation, rising interest rates, and escalating construction and repair costs continue to pressure operating margins. This is compounded by government-imposed rent caps (e.g., the 7% cap for 2023/24), which restrict income and squeeze operating surpluses, challenging long-term financial viability and investment capacity.

- Public Policy and Funding: The chronic underfunding of social care in the UK and frequent policy changes, such as unplanned increases to the National Living Wage, create a volatile operating environment. This makes long-term planning and effective financial mitigation difficult.

- Building Safety and Compliance: The sector continues to face significant cost pressures related to fire safety, building safety, and addressing damp and mould. SCH remains committed to meeting all its safety obligations, but these represent a substantial and ongoing financial commitment.

- Social Pressures: Wider economic challenges, including the cost-of-living crisis, intensify social pressures around mental health and homelessness, increasing the complexity of needs among SCH's service users.

PARTNERSHIPS

SCH is dedicated to providing holistic support beyond housing. Our key partnerships with community organisations are critical to delivering wide-ranging support and alleviating hardship within our communities. We are proud to work with:

a) Inner City Life: We strongly support this key charity partner. Through Inner City Life's outreach programmes, we have collectively been able to support and benefit over 5,000 individuals, providing vital services that extend beyond housing.

b) Tesco and Fare Share: Collaborating on food redistribution to ensure surplus food reaches those in need.

c) As-Suffa Institute: Working to provide essential food supplies to individuals and families.

d) Salma Food Bank: A valuable partner in our mission to address immediate community needs.

FUTURE OUTLOOK

At Second City Housing, our core ethos revolves around serving those in our community who are most in need of housing. We are dedicated to delivering a comprehensive and reliable service that empowers our customers to lead independent lives. Our team of highly trained professionals is committed to adopting a holistic approach, ensuring that each customer receives a customized, person-centered support plan. In line with our core ethos, the directors are confident in the company's strategic direction and operational model. The strong growth in turnover, the securing of long-term council contracts, and the profound impact of partnerships like that with Inner City Life provide a solid foundation for future stability. While the economic and regulatory landscape remains challenging, SCH's focused strategy, strong partnership network, and commitment to operational excellence, position it well to navigate these headwinds. The company will continue to invest in its properties and support services to fulfil its social mission while maintaining financial resilience.

ON BEHALF OF THE BOARD:

D G Davey - Director

16 October 2025

The director presents his report with the financial statements of the company for the year ended 30 September 2024.

DIVIDENDS

No interim dividend was paid during the year. The director recommends a final dividend of £1000000 per share.

The total distribution of dividends for the year ended 30 September 2024 will be £ 1,000,000 .

DIRECTOR

D G Davey held office during the whole of the period from 1 October 2023 to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE

The donations are made to charitable organization.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Thapers Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

D G Davey - Director

16 October 2025

Opinion

We have audited the financial statements of Second City Housing Ltd (the 'company') for the year ended 30 September 2024 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 September 2024 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the director was not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the director is responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of our planning process:

" We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. The company did not inform us of any known, suspected or alleged fraud.

" We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, health and safety, and employment law.

" We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

" Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

" Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual.

" Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

" Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to depreciation.

" Assessing the extent of compliance, or lack of, with the relevant laws and regulations in particular those that are central to the entities ability to continue in operation.

" Testing key revenue lines, in particular cut-off, for evidence of management bias.

" Performing a physical verification of key assets.

" Obtaining third-party confirmation of material bank and loan balances.

" Documenting and verifying all significant related party and consolidated balances and transactions.

" Reviewing documentation such as the company board minutes, correspondence with solicitors, for discussions of irregularities including fraud.

" Testing all material consolidation adjustments.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Andeep K Mangal (Senior Statutory Auditor)

for and on behalf of Thapers Limited

Chartered Accountants

Harpal House

14 Holyhead Road

Handsworth

Birmingham

West Midlands

B21 0LT

16 October 2025

TURNOVER

21,245,596

16,940,597

Cost of sales

14,322,601

11,505,386

GROSS PROFIT

6,922,995

5,435,211

Administrative expenses

5,107,037

4,080,650

OPERATING PROFIT

4

1,815,958

1,354,561

Interest payable and similar expenses

5

511,409

115,927

PROFIT BEFORE TAXATION

1,304,549

1,238,634

Tax on profit

6

280,556

180,336

PROFIT FOR THE FINANCIAL YEAR

1,023,993

1,058,298

FIXED ASSETS

Tangible assets

7

1,608,862

1,426,538

CURRENT ASSETS

Debtors

8

4,395,089

3,104,854

Cash at bank and in hand

465,305

353,482

4,860,394

3,458,336

CREDITORS

Amounts falling due within one year

9

3,661,994

2,163,103

NET CURRENT ASSETS

1,198,400

1,295,233

TOTAL ASSETS LESS CURRENT LIABILITIES

2,807,262

2,721,771

CREDITORS

Amounts falling due after more than one year

10

863,976

802,478

NET ASSETS

1,943,286

1,919,293

CAPITAL AND RESERVES

Called up share capital

12

1

1

Retained earnings

13

1,943,285

1,919,292

SHAREHOLDERS' FUNDS

1,943,286

1,919,293

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 16 October 2025 and were signed by:

D G Davey - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 October 2022

-

1,860,994

1,860,994

Changes in equity

Issue of share capital

1

-

1

Dividends

-

(1,000,000

)

(1,000,000

)

Total comprehensive income

-

1,058,298

1,058,298

Balance at 30 September 2023

1

1,919,292

1,919,293

Changes in equity

Dividends

-

(1,000,000

)

(1,000,000

)

Total comprehensive income

-

1,023,993

1,023,993

Balance at 30 September 2024

1

1,943,285

1,943,286

1.	STATUTORY INFORMATION

Second City Housing Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

20% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

30/9/24

30/9/23

£

£

Wages and salaries

1,294,870

1,322,706

Social security costs

106,697

-

Other pension costs

9,229

4,984

1,410,796

1,327,690

The average number of employees during the year was as follows:

30/9/24

30/9/23

Management and others

38

38

30/9/24

30/9/23

£

£

Director's remuneration

160,112

281,705

4.	OPERATING PROFIT

The operating profit is stated after charging:

30/9/24

30/9/23

£

£

Depreciation - owned assets

326,337

208,347

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

30/9/24

30/9/23

£

£

Bank loan interest

460,459

113,707

Hire purchase

50,950

2,220

511,409

115,927

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

30/9/24

30/9/23

£

£

Current tax:

UK corporation tax

280,556

180,336

Tax on profit

280,556

180,336

UK corporation tax has been charged at 25% .

7.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

fittings

vehicles

Totals

£

£

£

COST

At 1 October 2023

1,231,547

521,104

1,752,651

Additions

350,906

157,755

508,661

At 30 September 2024

1,582,453

678,859

2,261,312

DEPRECIATION

At 1 October 2023

227,604

98,509

326,113

Charge for year

203,227

123,110

326,337

At 30 September 2024

430,831

221,619

652,450

NET BOOK VALUE

At 30 September 2024

1,151,622

457,240

1,608,862

At 30 September 2023

1,003,943

422,595

1,426,538

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30/9/24

30/9/23

£

£

Inner city life

8,158

-

Amounts owed by group undertakings

3,941,725

2,885,167

Other debtors

407,880

180,206

VAT

37,326

39,481

4,395,089

3,104,854

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30/9/24

30/9/23

£

£

Hire purchase contracts

-

11,848

Trade creditors

709,461

110,981

Amounts owed to group undertakings

357,771

740,595

Tax

460,922

180,366

Social security and other taxes

96,530

160,941

Pensions

2,891

-

Other creditors

1,078,919

808,461

Other loans (less than 1 year)

834,000

100,000

Directors' current accounts

50,000

50,000

Accrued expenses

71,500

(89

)

3,661,994

2,163,103

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

30/9/24

30/9/23

£

£

Bank loans (see note 11)

113,904

161,495

Hire purchase contracts

333,687

216,743

Other loans

399,350

399,350

Other creditors

17,035

24,890

863,976

802,478

11.

LOANS

An analysis of the maturity of loans is given below:

30/9/24

30/9/23

£

£

Amounts falling due between one and two years:

Bank loans

113,904

161,495

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30/9/24

30/9/23

value:

£

£

1

Ordinary

£1

1

1

13.

RESERVES

Retained

earnings

£

At 1 October 2023

1,919,292

Profit for the year

1,023,993

Dividends

(1,000,000

)

At 30 September 2024

1,943,285

14.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is SCH UK Holdings Ltd.