Decision

Heylo Housing Registered Provider Limited (4668): Regulatory Judgement - 7 October 2026

Updated 7 October 2026

Applies to England

Our Judgement

This judgement concerns an organisation that is designated a for-profit registered provider.

The registered provider is not at the head of its group. It is a subsidiary organisation within a larger group of connected companies (the Heylo group).

The registered provider does not operate as a standalone entity in the group structure. It is dependent on the ongoing support of related parties to fulfil its functions and meet its objectives. The nature of this support is described in this judgement.

This judgement concerns the registered provider only and does not represent an assessment of the non-registered entities within the Heylo group.

	Grade/Judgement	Change	Date of assessment
Consumer		Not assessed yet
Governance	G4* Our judgement is that the landlord does not meet our governance requirements. There are issues of serious regulatory concern, and the landlord is subject to regulatory intervention or enforcement action.	Downgrade	October 2026
Viability	V4* Our judgement is that the landlord does not meet our viability requirements. There are issues of serious regulatory concern, and the landlord is subject to regulatory intervention or enforcement action.	Downgrade	October 2026

Reason for publication

We are publishing a regulatory judgement for Heylo Housing Registered Provider Limited (Heylo RP) to confirm a downgrade of its governance grade to G4* and a downgrade of its financial viability grade to V4*.

Prior to this regulatory judgement, the governance and financial viability grades for Heylo RP were last updated in December 2022 following an In Depth Assessment and reactive engagement, to confirm grades of G3* and V3*. We have been engaging intensively with Heylo RP as it has been attempting to address its failings in the delivery of the outcomes of the standards.

We placed Heylo RP on the gradings under review list on 19 March 2026 to investigate further serious concerns in relation to its delivery of the Governance and Financial Viability Standard. This judgement concludes our investigation.

Summary of the decision

We have concluded that Heylo RP has failed to meet the requirements of the Governance and Financial Viability Standard.

Heylo RP was established through the acquisition and subsequent renaming of an existing for-profit registered provider, Three Conditions Ltd. As a result, Heylo RP did not undergo the regulator’s registration process as a new provider. Its business plan and wider governance arrangements were therefore not considered as part of the regulator’s registration assessment. Heylo RP has long leasehold interests in its homes. The social housing homes are owned by associated companies within the group, referred to as “investment pods”. The investment pods secure funding from debt investors and grants. Heylo RP does not hold obligations for finance and derives no economic interest in the properties as all income is passed through to the investment pods by its managing agent, Heylo RP relies on contractual arrangements with its unregistered parent to fund its operations. The investment pods have the ability to require Heylo RP to surrender its leases in short order to protect their lender interest.

We published a regulatory judgement in December 2022 confirming grades of G3* and V3*. The judgement set out that within the structure of the Heylo group, Heylo RP has effectively ceded control of its social housing homes to the investment pods and is therefore susceptible to decisions driven by the interests of associated group companies. These risks materialised when two of the investment pods within the Heylo group entered into administration in March 2026. This demonstrated that Heylo RP had been unable to put in place arrangements to safeguard its social housing homes and tenants from the consequences of actions taken elsewhere within the group. Heylo RP had been attempting to progress its voluntary undertaking, accepted by us in April 2024, which set out its commitments to address the failings in its delivery of the Governance and Financial Viability Standard and Value for Money Standard. At the point of the investment pods entering administration, the voluntary undertaking had not reached its conclusion. However, the administrations and subsequent events have demonstrated that Heylo RP will not be able to deliver its voluntary undertaking commitments in its current form and we determine that the voluntary undertaken has not been delivered.

Our judgement is that Heylo RP does not meet our governance requirements and we have concluded a G4* grade. Heylo RP has failed to ensure effective governance arrangements that deliver its aims, objectives and intended outcomes for tenants and potential tenants in an effective, transparent and accountable manner. It has failed to have in place an effective risk management and internal controls assurance framework and consequently it has failed to protect its social housing homes and social housing tenants, safeguard taxpayers’ interests and the reputation of the sector. The impact of these failings is significant and has resulted in investors, through the administrators, taking control of decisions about its social housing homes and may impact the recovery of Homes England grant. The arrangements adopted by Heylo RP and the wider group exposed Heylo RP’s social housing homes and tenants to significant risks arising elsewhere in the structure, while also denying the social housing homes of the benefit of the statutory insolvency protections that would ordinarily be available for social housing homes where the associated debt, grant and homes are held directly by a registered provider. These are issues of serious regulatory concern.

We have concluded a V4* grade for Heylo RP as it does not meet our viability requirements to ensure that its viability is maintained while ensuring that social housing homes are not put at undue risk. There are material risks around Heylo RP’s ability to continue to operate, given its reliance on other group members, and Heylo RP lacks assurance as to its financial position. Decisions about nearly 3,500 of Heylo RP’s social housing homes now rest with administrators of the relevant investment pods and there remain risks of similar events in other parts of the group. These are issues of serious regulatory concern.

The level of regulatory concern associated with a G4/V4 grading would ordinarily result in the immediate use of regulatory and/or enforcement powers where a landlord has adequate control over its social housing homes, governance and commercial arrangements. However, the position for Heylo RP is materially more complex due to the group arrangements, the structure through which the social housing homes are held and Heylo RP’s limited ability to exercise control over the events that have led to the identified risks. Heylo RP is currently and will remain subject to regulatory intervention however for reasons set out in the judgement we do not intend to immediately exercise further regulatory or enforcement powers at this time. We will keep this position under review.

How we reached our judgement

We added Heylo RP to the gradings under review list on 19 March 2026 to investigate events that resulted in two Heylo group investment pods entering administration, a type of insolvency, on 12 March 2026. The individual companies in administration are HH No.1 New Holdings Limited, HH No.1 Holdings Limited, HH No.1 Limited and HHA No.1 Limited, collectively referred to as HH1 and HH No. 5 Limited (HH5). These companies had not complied with terms agreed with their investors. The investors called an event of default and demanded repayment of the full balance. The balances could not be repaid on demand and this led to investors appointing administrators to recover the amounts owed. To date investors of all investment pods across the group have otherwise been paid interest and capital in line with agreed terms.

This regulatory judgement is based on analysis of all the relevant information we obtained during the investigation and responsive engagement. During the investigation and responsive engagement, we have reviewed a wide range of documents provided by Heylo RP and the wider group and held meetings with executive and non-executive directors.

Summary of findings  

Governance – G4* – October 2026

Based on evidence from our investigation, we have concluded that Heylo RP does not meet our governance requirements, resulting in a downgrade from G3* to G4*. The intended changes to arrangements across the group have not been delivered to enable Heylo RP to manage and address risks to ensure its long-term viability, including ensuring that social housing homes are not placed at undue risk. This means that control of social housing homes remains with the investment pods and Heylo RP does not have assurance that the arrangements of the associated companies within the group structure are not advancing the interests of third parties. The impact of these failings is significant.

An independent review found there to be a lack of adequate controls in place between entities within the group. Heylo RP did not take adequate steps to mitigate this risk, which has a direct consequence to Heylo RP’s interest in its social housing homes. The Heylo RP board was aware that this gap in internal control remained. This resulted in investors taking control of decisions about Heylo RP’s interest in its social housing homes, through the administration of two investment pods and may impact the recovery of Homes England grant. Heylo RP’s board has failed to ensure that it has an appropriate, robust and prudent business planning, risk and control framework and failed to assess and manage risk to ensure the protection of its social housing homes, safeguard taxpayers’ interests and the reputation of the sector. The potential for further action being taken by other investment pods as a result of the control failure that led to the two investment pods taking decisions about Heylo RP’s interest in its social housing homes remains across the other investment pods. Heylo RP implemented control mechanisms across the group in May 2026 to stop further on-lending.

Heylo RP’s board were not made aware of the event of default, that ultimately led to the administration of two investment pods within the Heylo group, in a timely manner. The event of default was not referred to us prior to administration, despite the significant implications for Heylo RP. This lack of transparency has inhibited Heylo RP’s ability to consider and respond to risks that have material impact on its social housing homes and prevented it from communicating with us in an accurate and timely manner. This demonstrates that governance arrangements have failed to maintain clear roles, responsibilities and accountabilities and ensure probity arrangements are effective.

Compounding the lack of internal control arrangements, the lack of independence and conflicting interests of the executive services provided to Heylo RP by the management agent and the management agent’s contractual arrangements with Heylo RP and the investment pods, means that we lack assurance that Heylo RP’s arrangements have not advanced the interests of third parties. Heylo RP has taken steps to mitigate conflicts arising between its board and the wider group arrangements, but these conflicts have not been fully resolved.

During the investigation there have been significant changes to board membership and Heylo RP is taking steps to ensure that it has the appropriate skills on its board. However, the lack of economic interest in homes and weaknesses in governance arrangements, which are compounded by the corporate structure of the group, means that we lack assurance that Heylo RP is able to manage its affairs with an appropriate degree of diligence, prudence, independence and effectiveness to make decisions which are at all times in its best interest.

Heylo RP has failed to obtain sufficient information from the wider group to provide assurance on the continued service to its tenants. It does not have the assurance it requires to ensure effective and timely decision making regarding the services its contracts for its homes and its tenants.   

Heylo RP is continuing to pursue implementation of contingency arrangements for services to tenants across its homes. However, development of the plans has been slow and it remains unclear when these arrangements will be in place and activated, limiting assurance that Heylo RP could respond effectively to a disruption in existing service arrangements. This activity has identified concerns over Heylo RP’s control of information about its homes and tenants, which Heylo RP has taken steps to address.

Heylo RP’s board is unable to independently make decisions about the services to its social housing homes and will require the consent of its parent, Heylo Housing Group Limited (HHGL), and the investment pods, to implement revised arrangements for tenant services. While there are contractual agreements in place that should support Heylo RP’s influence over the group, we have seen inconsistent evidence in practice that this will be effective. We therefore lack assurance that there are effective mechanisms to ensure that Heylo RP’s ability to meet our standards cannot be prejudiced by the activities or influence of the parent company or another part of the group.

The arrangements adopted by Heylo RP and the wider group have exposed Heylo RP’s social housing homes to significant risks arising elsewhere in the structure, while also denying Heylo RP of the benefit of statutory insolvency protections that would ordinarily be available where the relevant debt, grant and social housing homes are held directly by a registered provider.

The Heylo RP board has demonstrated its commitment to engaging and has taken steps in exploring the changes needed to address concerns in this regulatory judgement with us. We will continue to engage with Heylo RP to ensure that it addresses all the issues identified in this judgement, though this requires support of parties outside of Heylo RP, including the wider group, its ultimate controlling party and its investors.

Viability – V4* – October 2026

Based on evidence from our investigation, we have concluded that Heylo RP does not meet our financial viability requirements, resulting in a downgrade from V3* to V4*. Heylo RP does not have the resources or the control over its social housing homes to ensure that they are not put at undue risk. Heylo RP’s financial viability and operational delivery of services to tenants is reliant on its associated companies as it receives no economic benefit from its leases. Heylo RP can be required pursuant to group agreements to surrender its leases to protect the interests of lenders to the investment pods. The administrators of the two investment pods in administration currently hold this option. Heylo RPs other social housing homes, that are not in the two investment pods currently in administration, face the same risk. Heylo RP has no control if other investment pods decide to take the same action.

We expect registered providers to have adequate control over their social housing homes so that they can manage their resources effectively to ensure their long-term viability. Heylo RP’s current arrangements have created a situation where decisions affecting its social housing homes have been influenced by the interests of investors in the associated companies. Under its current arrangements Heylo RP is not able to protect its social housing homes from risks arising elsewhere in the group and ensure its long-term viability.

Heylo RP has taken steps during the investigation to expand its assessment of risks and combinations of risks across a range of scenarios. However, we lack assurance that Heylo RP is able to identify and implement mitigating actions to protect its social housing homes. Subsequent to the administrations, the board has been provided with evidence to demonstrate the highly negative impact of gaps in internal controls on the group’s covenants. Heylo RP’s arrangements with the group have had and hold the potential to further have a material negative impact on its social housing homes.

Heylo RP is currently implementing mitigation strategies. These mitigation strategies are insufficient to assure us of Heylo RP’s long-term viability. Mitigating actions are reliant on third parties and their deliverability is uncertain. Heylo RP lacks assurance that covenant compliance risks that exist across investment pods either directly or with support from connected companies within the Heylo group can be addressed. While Heylo RP’s parent has confirmed its willingness to provide further support, Heylo RP has not obtained sufficient assurance that its parent has the capacity to provide such support. We set out expectations that where registered providers have unregistered parents the registered providers will have arrangements and mechanisms in place to ensure that the registered provider’s ability to meet our standards and other regulatory requirements is not and cannot be prejudiced by the activities or influence of the parent company or another part of the group. The business arrangements that Heylo RP has entered into mean that it is unable to mitigate the risks to its social housing homes and its long-term viability. These issues amount to serious regulatory concern.

Background to the judgement

About the landlord

Heylo RP is a private limited company and registered for-profit provider. It provides shared ownership accommodation which it leases from companies within the Heylo group. The social housing homes are owned by associated companies within the group, referred to as investment pods.

Heylo RP acquired a registered for-profit provider, Three Conditions Ltd in January 2017. Heylo RP is a wholly owned subsidiary of its unregistered parent, Heylo Housing Group Limited (HHGL) which is owned by Heylo Housing Holdco Limited and its ultimate parent is Manifesto Technologies Limited. The investment pods are subsidiaries of HHGL, except for HH No.7 which is a subsidiary of Heylo RP. The managing agent, ResiManagement Limited is also owned by Manifesto Technologies Limited. Heylo RP is the only registered entity. The management agent provides all services to Heylo RP.

According to its accounts to 30 September 2025, Heylo RP had leasehold interest in 8,496 properties across England. As outlined above there are around 3,500 social housing homes in the two pods that are in administration.

Heylo RP does not employ any staff other than its directors with costs borne by HHGL and its fellow subsidiaries. Staffing and administration for the Heylo group is provided by the managing agent. Heylo RP’s turnover reported in its annual accounts, which represents its operating expenditure, for year-end September 2025 was £37.6m and a profit of £39k from interest on bank balances (2024: £nil). At the time of the judgement Heylo RP September 2025 annual accounts remain in draft and have not been submitted within our requirements.

Our role and regulatory approach

We regulate for a viable, efficient, and well governed social housing sector able to deliver quality homes and services for current and future tenants.  

We regulate at the landlord level to drive improvement in how landlords operate. By landlord we mean a registered provider of social housing. These can either be local authorities, or private registered providers (other organisations registered with us such as non-profit housing associations, co-operatives, or profit-making organisations). 

We set standards which state outcomes that landlords must deliver. The outcomes of our standards include both the required outcomes and specific expectations we set. Where we find there are significant failures in landlords which we consider to be material to the landlord’s delivery of those outcomes, we hold them to account. Ultimately this provides protection for tenants’ homes and services and achieves better outcomes for current and future tenants. It also contributes to a sustainable sector which can attract strong investment. 

We have a different role for regulating local authorities than for other landlords. This is because we have a narrower role for local authorities and the Governance and Financial Viability Standard, and Value for Money Standard do not apply. Further detail on which standards apply to different landlords can be found on our standards page. 

We assess the performance of landlords through inspections and by reviewing data that landlords are required to submit to us. In Depth Assessments (IDAs) were one of our previous assessment processes, which are now replaced by our Regulatory inspections programme from 1 April 2024. We also respond where there is an issue or a potential issue that may be material to a landlord’s delivery of the outcomes of our standards. We publish regulatory judgements that describe our view of landlords’ performance with our standards. We also publish grades for landlords with more than 1,000 social housing homes. 

The Housing Ombudsman deals with individual complaints. When individual complaints are referred to us, we investigate if we consider that the issue may be material to a landlord’s delivery of the outcomes of our standards.  

For more information about our approach to regulation, please see Regulating the Standards.

Further information

• Regulating the standards
• Regulatory standards for landlords

Related documents

• Decent Homes Standard