Company registration number 14956551 (England and Wales)
CIM ZENITH UK HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
CIM ZENITH UK HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr C N Saverino
Mr O P Cummings
(Appointed 16 September 2024)
Company number
14956551
Registered office
72 Welbeck Street
London
United Kingdom
W1G 0AY
Auditor
Ernst & Young LLP
Liberation House
Castle Street
St. Helier
Jersey
JE1 1EY
Solicitors
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London
EC2A 2EG
CIM ZENITH UK HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1 - 2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group statement of financial position
8
Group statement of changes in equity
9
Group statement of cash flows
10
Notes to the group financial statements
11 - 28
Parent company statement of financial position
29
Parent company statement of changes in equity
30
Notes to the parent company financial statements
31 - 34
CIM ZENITH UK HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The Directors present their annual report and audited financial statements for CIM Zenith UK Holdings Limited (the "Company") and its subsidiaries (together the 'Group') for the year ended 31 December 2024.
In preparing this report, the Group has taken advantage of the exemption provided by section 414B of the Companies Act 2006 in not preparing a Strategic Report under the small company exemption.
Incorporation
The Company was incorporated as a private company limited by shares in England and Wales on 23 June 2023.
Principal activities
The principal activity of the Group is the development and operation of purpose built student accommodation in the United Kingdom.
Results and dividends
The results for the year are set out on page 7. The Group made a profit before taxation of £65,833 (2023 loss: £1,932,827)
No ordinary dividends were paid. The Directors do not recommend payment of a final dividend.
Donations
There were no charitable donations made in the year.
Business performance
The results and the financial position of the Group are considered to be satisfactory by the Directors compared to budget. The Group has had a successful year continuing to develop the investment properties with the intention of completing this and achieving 100% occupancy before the end of 2026.
Key performance indicators
The consolidated profit before taxation of the business is £65,833 (2023 loss: £1,932,827). This is primarily due to initial set up costs of the Group combined with an unrealised fair value gain of £1,197,519 (2023 loss: £947,789) on the assets and an additional unrealised fair value loss of £643,915 (2023: £661,027) on the interest rate cap.
During the development phase of the assets, the Group will continue to manage costs in line with the fixed price contracts. At this stage all developments are on track to completing in line with expectations. Revenue will not be generated until the assets have achieved completion and are open for business at which point, the Directors believe the Group will be a profitable operation.
Future developments
The Group intends for the current developments at Liverpool and Nottingham to be completed by August 2025. A site in Manchester was also purchased in February 2024 which is expected to be completed by August 2026. All assets are expected to be in operation from their completion date.
Marketing of the assets in Liverpool and Nottingham commenced early 2025 in order to achieve maximum occupancy for the first available term (2026 in the case of Manchester).
Directors
The Directors who held office during the year and up to the date of approval of the financial statements were as follows:
Mr R M Pilkington
(Resigned 27 March 2024)
Mr C N Saverino
Mr D S Harris
(Appointed 27 March 2024 and resigned 17 September 2024)
Mr O P Cummings
(Appointed 16 September 2024)
Qualifying third party indemnity provisions
The Group has made qualifying third party indemnity provisions for the benefit of its Directors during the year. These provisions remain in force at the reporting date.
CIM ZENITH UK HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Auditor
In accordance with the Company's articles, Ernst & Young LLP were re-appointed as auditors. The auditors, Ernst & Young LLP, are
deemed to be reappointed under section 485 of the Companies Act 2006.
Statement of disclosure to auditor
Each Director in office at the date of approval of this annual report confirms that:
so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware, and
the Director has taken all the steps that he / she ought to have taken as a irector in order to make himself / herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Going concern
The financial statements have been prepared on a going concern basis, which assumes the Group will be able to meet its liabilities as and when they fall due for the period to 30 June 2026. As at 31 December 2024, the Group has net current liabilities of £10,278,911 (2023: £1,994,394 net current assets) and has net assets of £48,450,236 at 31 December 2024 (2023: £16,069,204).
To conclude on the ability of the Group to continue as a going concern the Directors have prepared a robust forecast of the anticipated operational outgoings of the Group from the date of approval of the financial statements through to 30 June 2026 (the 'going concern period') which considers severe but plausible downside risks. In preparing the cash flow forecast for the Group over the going concern period, the Directors have considered all known operational expenses and capital commitments. The Group has financing facilities which with associated commitments from Cl Student Strat 1 LP provides the Group with sufficient callable commitments to meet the financial obligations of the Group through the going concern period. As there is no formal commitment to the Group in terms of equity, a letter of support has been received CIM Zenith Master Holdings Limited, which in turn is supported by Cl Student Strat 1 LP. The Directors believe that the letters of support provided to the Group are sufficient to cover all working capital requirements including in the event of severe but plausible circumstances. The letters of support are not a guarantee or formal financial commitment however the Directors believe that the risks that the shareholders will not provide support is remote. The Directors therefore consider it appropriate to prepare the Group's accounts on a going concern basis for the going concern review period to 30 June 2026.
Subsequent events
Details of any events after the reporting date are set out in note 24.
On behalf of the board
..............................
Mr O P Cummings
Director
16 May 2025
CIM ZENITH UK HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK-adopted International Accounting Standards (UK-IAS) and the parent financial statements in accordance with applicable law and United Kingdom Accounting Standards including FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice). Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of their profit or loss for that period.
In preparing these consolidated financial statements, the Company law requires that Directors;
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether been followed, subject to any material departures disclosed and explained in the financial statements;
comply with the requirements of the Companies Act 2006 with respect to accounting records and of the preparation of financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the and Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are 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.
CIM ZENITH UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CIM ZENITH UK HOLDINGS LIMITED
- 4 -
Opinion
We have audited the financial statements of CIM Zenith UK Holdings Limited (‘the Parent Company’) and its subsidiaries (together the ‘Group’) for the year ended 31 December 2024 which comprise the Group Statement of Comprehensive Income, the Group and Parent Company Statement of Financial Position, the Group and Parent Company Statement of Changes in Equity, the Group Statement of Cash Flows and the related notes 1 to 29, including a summary of material accounting policy information. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2024 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group 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 Directors’ 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 Group and Parent Company’s ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability to continue as a going concern.
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
CIM ZENITH UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF CIM ZENITH UK HOLDINGS LIMITED
- 5 -
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 Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors’ report has 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the Parent Company, 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 Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the Directors report and from the requirements to prepare a strategic report.
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and the Parent Company and determined that the most significant are the Companies Act 2006, those relating to its reporting framework being UK adopted International Accounting Standards and United Kingdom Generally Accepted Accounting Practice respectively and any relevant direct and indirect tax compliance regulation in the United Kingdom.
CIM ZENITH UK HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF CIM ZENITH UK HOLDINGS LIMITED
- 6 -
We understood how the Group and the Parent Company is complying with those frameworks by making enquiries of management and those responsible for the legal and compliance procedures. We corroborated our enquiries through our review of minutes of board meetings of the Group and Parent Company, as well as validating how policies and procedures are communicated and monitored. We also reviewed any correspondence with the relevant authorities.
We assessed the susceptibility of the Group’s and the Parent Company’s financial statements to material misstatement, including how fraud might occur during the year by making enquiries of management and those charged with governance. Where the risk was considered to be higher, we performed audit procedures in response to the identified fraud risks. These procedures included testing of specific accounting journal entries and focused testing on the valuation of the investments. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud and error. We also considered management’s incentives around improving the performance of the Group and Parent Company, the opportunities available to execute any such actions through management override as well as the controls that the Group and Parent Company have established to address any such risks identified, including to prevent, deter and detect fraud and the monitoring of such controls by management.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
This report is made solely to the Parent Company’s member 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 Parent Company’s member those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s member, for our audit work, for this report, or for the opinions we have formed.
Christopher James Matthews, FCA (Senior Statutory Auditor)
For and on behalf of Ernst & Young LLP, Statutory Auditor
Jersey, Channel Islands
16 May 2025
CIM ZENITH UK HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
Period ended
Year ended
23 June 2023 to
31 December
31 December
2024
2023
Notes
£
£
Fair value gain/(loss) on investment property under development
11
1,197,519
(947,789)
Administrative expenses
(528,785)
(324,011)
Operating profit/(loss)
3
668,734
(1,271,800)
Finance income
6
41,014
Fair value loss on derivative financial instruments
8
(643,915)
(661,027)
Profit/(loss) before taxation
65,833
(1,932,827)
Taxation
9
(1,257,276)
(257,903)
Total comprehensive loss for the year/period
19
(1,191,443)
(2,190,730)
Total comprehensive loss for the year/period is all attributable to the owners of the parent company.
The Group statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The Group has no other comprehensive income for the current and prior financial year other than the results above and, therefore, no statement of other comprehensive income is presented.
The financial statements include the notes presented on pages 11-28.
CIM ZENITH UK HOLDINGS LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
Non-current assets
Investment property under development
11
142,100,000
37,300,000
Derivative financial instruments
12
270,298
440,213
142,370,298
37,740,213
Current assets
Trade and other receivables
13
38,269
5,240,802
Cash and cash equivalents
85,750
47,459
124,019
5,288,261
Current liabilities
Trade and other payables
14
10,402,930
3,293,867
Net current (liabilities)/assets
(10,278,911)
1,994,394
Non-current liabilities
Borrowings
15
82,125,972
23,407,500
Deferred tax liabilities
16
1,515,179
257,903
83,641,151
23,665,403
Net assets
48,450,236
16,069,204
Equity
Called up share capital
17
14,528,698
14,528,695
Share premium account
18
37,303,711
3,731,239
Retained earnings
19
(3,382,173)
(2,190,730)
Total equity
48,450,236
16,069,204
These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.
These financial statements include the notes presented on pages 11 - 28.
The financial statements on pages 7 - 28 were approved by the board of directors and authorised for issue on 16 May 2025 and are signed on its behalf by:
Mr O P Cummings
Director
Company registration number 14956551 (England and Wales)
CIM ZENITH UK HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Share
Share
Retained
Total
capital
premium account
earnings
Notes
£
£
£
£
Balance at 23 June 2023
-
Period ended 31 December 2023:
Total comprehensive loss for the period
-
-
(2,190,730)
(2,190,730)
Issue of share capital
17
14,528,695
3,731,239
-
18,259,934
Balance at 31 December 2023
14,528,695
3,731,239
(2,190,730)
16,069,204
Total comprehensive loss
-
-
(1,191,443)
(1,191,443)
Issue of share capital
17
3
33,572,472
-
33,572,475
Balance at 31 December 2024
14,528,698
37,303,711
(3,382,173)
48,450,236
These financial statements include the notes presented on pages 11 - 28.
CIM ZENITH UK HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
23
8,574,385
80,372
Net cash inflow from operating activities
8,574,385
80,372
Investing activities
Purchase of unincorporated business
(12,353,859)
VAT paid on Investment property under development
-
(2,771,454)
Purchase of investment property under development
(92,787,214)
(23,101,080)
Purchase of derivative instrument
(474,000)
(1,101,640)
Prepayment of costs on investment property under development
-
(2,188,127)
Interest received
41,014
Net cash used in investing activities
(93,220,200)
(41,516,160)
Financing activities
Proceeds from issue of shares
33,572,475
18,259,934
Intragroup funding
(184,187)
Drawdown of bank loan
53,620,669
23,407,500
Finance cost paid
(2,509,038)
Net cash generated from financing activities
84,684,106
41,483,247
Net increase in cash and cash equivalents
38,291
47,459
Cash and cash equivalents at beginning of year/period
47,459
Cash and cash equivalents at end of year/period
85,750
47,459
These financial statements include the notes presented on pages 11 - 28.
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Material accounting policies information
Company information
CIM Zenith UK Holdings Limited (the "Company") and its subsidiaries (together, the "Group") owns a student accommodation real estate portfolio based in the United Kingdom.
The Company is a private company limited by shares incorporated in the England and Wales on 23 June 2023. The registered office was changed to 72 Welbeck Street, London, England, W1G 0AY on 23 April 2024 (previously 116 Upper Street, London, United Kingdom, N1 1QP). The Company's principal activities and nature of its operations are disclosed in the Directors' report.
For more information on the Company's subsidiaries please refer to note 28.
The ultimate parent undertaking is CI Student Strat 1 LP, an entity registered in Jersey.
1.1
Accounting convention
The financial statements have been prepared in accordance with UK-adopted International Accounting Standards (UK-IAS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under UK-IAS, except as otherwise stated.
The financial statements are prepared on a going concern basis and under the historical cost convention except for investment property and derivative financial instruments that have been measured at fair value.
New and amended accounting standards that have been issued but are not yet effective
At the date of authorisation of these financial statements, the Company has not applied the following new and revised Accounting Standards that have been issued but are not yet effective:
- Amendments to IAS 21 Lack of Exchangeability
- Amendments to IFRS 9 and IFRS 7 Financial Instruments
- IFRS 18 Presentation and Disclosures in Financial Statements
- IFRS 19 Subsidiaries without Public Accountability: Disclosures
With the exception of IFRS18, effective 1 January 2027, the effect of which the Directors are currently assessing, it is not expected that the adoption of the standards listed above will have a material impact on the financial statements of the Company in future periods.
1.2
Basis of consolidation
The consolidated financial statements include those of the Company and its subsidiary undertakings as shown below which are all 100% owned:
CIM Nottingham Holdings 2 Limited
Liverpool Holdings Limited
CIM Manchester Holdings Limited
CIM Liverpool OpCo Limited
CIM Nottingham OpCo Limited
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Company.
All intra-group transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
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 over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated.
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 12 -
1.3
Going concern
Ttruehe financial statements have been prepared on a going concern basis, which assumes the Group will be able to meet its liabilities as and when they fall due for the period to 30 June 2026. As at 31 December 2024, the Group has net current liabilities of £10,278,911 (2023: £1,994,394 net current assets) and has net assets of £48,450,236 at 31 December 2024 (2023: £16,069,204).
To conclude on the ability of the Group to continue as a going concern the Directors have prepared a robust forecast of the anticipated operational outgoings of the Group from the date of approval of the financial statements through to 30 June 2026 (the 'going concern period') which considers severe but plausible downside risks. In preparing the cash flow forecast for the Group over the going concern period, the Directors have considered all known operational expenses and capital commitments. The Group has financing facilities which with associated commitments from CI Student Start 1 LP provides the Group with sufficient callable commitments to meet the financial obligations of the Group through the going concern period. As there is no formal commitment to the Group in terms of equity, a letter of support has been received CIM Zenith Master Holdings Limited, which in turn is supported by CI Student Strat 1 LP. The Directors believe that the letters of support provided to the Group are sufficient to cover all working capital requirements including in the event of serve but plausible circumstances. The letters of support are not a guarantee or formal financial commitment however the Directors believe that the risks that the shareholders will not provide support is remote. The Directors therefore consider it appropriate to prepare the Group's accounts on a going concern basis for the going concern review period to 30 June 2026.
1.4
Reporting period length
The comparative figures relate to the period from 23 June 2023 to 31 December 2023. The current period figures relate to the twelve month period ended 31 December 2024. Therefore the comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.
1.5
Goodwill
Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.
The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.
1.6
Investment property under development
Investment property comprises property under development that is held, to earn rental income or for capital appreciation or both.
Investment property under development comprises principally student accommodation substantially for use by, or in the operations of, the Group, not for sale in the ordinary course of business, but is held primarily to earn rental income and capital appreciation.
Investment property under development is measured initially at cost, including transaction costs. Transaction costs include transfer taxes and professional fees for legal services to bring the property to the condition necessary for it to be capable of operating.
Subsequent to initial recognition, investment property under development is stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment property under development are included in the profit or loss in the period in which they arise.
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 13 -
1.7
Borrowing costs
Borrowing costs directly attributable to the acquisition or construction of an investment property that necessarily takes a substantial period of time to get ready for its intended use are capitalised as part of the cost of the asset. Capitalisation commences when: (1) the Group incurs expenditures for the asset; (2) the Group incurs borrowing costs; and (3) the Group undertakes activities that are necessary to prepare the asset for its intended use. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
The interest capitalised is calculated using the Group’s weighted average cost of borrowings after adjusting for borrowings associated with specific developments. Where borrowings are associated with specific developments, the amount capitalised is the gross interest incurred on those borrowings less any investment income arising on their temporary investment. Interest is capitalised from the commencement of the development work until the date of practical completion, i.e., when substantially all of the development work is completed. The capitalisation of finance costs is suspended if there are prolonged periods when development activity is interrupted. Interest is also capitalised on the purchase cost of a site of property acquired specifically for redevelopment, but only where activities necessary to prepare the asset for redevelopment are in progress.
1.8
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.
1.9
Financial assets
Financial assets are recognised in the Group's statement of financial position when the Group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit or loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit or loss are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Impairment of financial assets
The Group applies the simplified approach to providing for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables and contract assets. These estimates are based on historic credit loss experience, adjusted for forward-looking factors specific to the debtors and macro-economic and specific country-risk considerations with higher default rates applied to older balances.
In addition, if specific circumstances exist which would indicate that the receivable is irrecoverable a specific provision is made. A provision is made against trade receivables and contract assets until such time the Group believes there to be no reasonable expectation of recovery, after which the trade receivable or contract asset balance is written off.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.10
Financial liabilities
The Group recognises financial liabilities when the Group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 14 -
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
it has been incurred principally for the purpose of repurchasing it in the near term, or
on initial recognition it is part of a portfolio of identified financial instruments that managed together and has a recent actual pattern of short-term profit taking, or
it is a derivative that is not designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Group’s obligations are discharged, cancelled, or they expire.
1.11
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. A derivative is presented as a non-current asset or liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are classified as current.
1.12
Foreign exchange
(i) Functional and presentation currency
The Group's consolidated financial statements are presented in Pound sterling, which is also the parent company's functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.
(i) Transaction and balances
The Group does not have any assets or liabilities denominated in a currency other than Pound sterling at the period end.
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 15 -
1.13
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.14
The Group measures financial instruments such as derivatives and non-financial assets such as investment property under development at fair value at each balance sheet date.
Fair value is 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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place in the principal market for the asset or liability.
Fair value related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values are disclosed, are summarised in Investment property under development, note 11 and derivative financial instruments, note 12.
For Investment property under development, management have estimated the fair value of the assets being at the end of the year. All assets and liabilities, for which fair value is measured or disclosed in the financial statements, are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Material accounting policies information
(Continued)
- 16 -
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
Fair value related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values are disclosed, are summarised in the following notes:
• Accounting policy disclosures, note 1
• Disclosures for valuation methods, significant estimates and assumptions, note 2
• Investment property under development, note 11
• Quantitative disclosures of fair value measurement hierarchy, this note 22
• Derivatives financial instruments, note 12
1.15
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
1.16
Share premium is classified as equity.
2
Critical accounting estimates and judgements
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period end that may have a significant risk of causing a material misstatement to the carrying amounts of assets and liabilities within the next financial year, are discussed below:
In the application of the Group's accounting policies that are set out in note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following are the Company's key sources of estimation uncertainity:
Key sources of estimation uncertainty
Fair value of investment property under development
The Group's investment property under development is initially measured at cost including transaction price and subsequently at fair value through profit or loss at the end of the reporting period. Any unrealised gains or losses on this investment are recognised immediately in the income statement.
Fair value is the amount for which an asset could be exchanged, a liability settled, or an equity instrument granted could be exchanged, between knowledgeable, willing parties in an arm's length transaction. The fair valuation of the property was carried out by an external third-party valuation expert for inclusion in the audited financial statements where a significant period of time had elapsed since its acquisition date as part of quantifying the investment property under development held by the Group.
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Critical accounting estimates and judgements
(Continued)
- 17 -
Investment property under development is measured based on estimates prepared by independent real estate valuation experts, except where such values cannot be reliably determined.
The weekly rental income per bedspace was assessed for all three sites using suitable comparables for each site. The rental income ranged between £139 - £515 (2023: £170 - £350) per bedspace per week. Student net initial yields used ranged from 4.90% and 5.80% (2023: 5.25% and 5.75%). This approach capitalises current and future cash flows at an appropriate capitalisation rate based on comparable evidence.
3
Operating profit/(loss)
Period
Year ended
23 June 2023 to
31 December
31 December
2024
2023
Operating profit/(loss) for the year/period is stated after charging:
£
£
Fees payable to the Group's auditor for the audit of the Group's financial statements
90,930
120,000
Amortisation of intangible assets (included within administrative expenses)
-
111,543
4
Auditor's remuneration
Period
Year ended
23 June 2023 to
31 December
31 December
2024
2023
Fees payable to the Group's auditor:
£
£
For audit services
Audit of the financial statements of the Group and Company
12,360
30,000
Audit of the financial statements of the Company's subsidiaries
94,170
90,000
106,530
120,000
5
Employees
The Company had no employees and incurred no staff costs during the year. There were £nil Directors' emoluments in the year (2023: £nil).
6
Finance income
Period
Year ended
23 June 2023 to
31 December
31 December
2024
2023
£
£
Interest income
Bank deposits
41,014
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
7
Finance costs
£7,901,739 (2023: £1,010,674) of borrowing costs are included in the cost of qualifying assets during the year as disclosed at note 11. No charge has been expensed to the income statement.
8
Fair value loss on derivative financial instruments
Period
Year ended
23 June 2023 to
31 December
31 December
2024
2023
£
£
Change in value of interest rate cap
(643,915)
(661,027)
9
Income tax expense
Period
Year ended
23 June 2023 to
31 December
31 December
2024
2023
£
£
Deferred tax
Origination and reversal of temporary differences
1,257,276
257,903
The charge for the year can be reconciled to the profit per the income statement as follows:
Profit/(loss) before taxation
65,833
(1,932,827)
Expected tax charge/(credit) based on a corporation tax rate of 25.00% (2023: 25.00%)
16,458
(483,207)
Non-deductible expenses
46,156
-
Losses not deductible
-
687,993
Chargeable gains/(losses)
764,656
-
Deferred tax asset not recognised
430,006
53,117
Taxation charge for the period
1,257,276
257,903
The Group has unutilised carried forward tax losses and temporary differences of £6,436,781 as at 31 December 2024 (2023: £1,987,726). No deferred tax asset has been recognised on this amount as the Group cannot be certain that there will be taxable profits arising within its residual business from which the future reversal of the deferred tax asset could be deducted.
In the March 2021 Budget it was announced that legislation would be introduced in the Finance Bill 2021 to increase the main rate of UK corporation tax from 19% to 25%, effective April 2023. This was substantively enacted in May 2021 therefore, any closing deferred tax balance is calculated at 25%.
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
10
Intangible assets
Goodwill
£
Cost
At 1 January 2024
111,543
At 31 December 2024
111,543
Amortisation and impairment
At 1 January 2024
(111,543)
At 31 December 2024
(111,543)
Carrying amount
At 31 December 2024
At 31 December 2023
On 15 September 2023, the Group acquired 100% of the shares of Liverpool Holdings Limited for a consideration of £12,493,333, giving rise to goodwill of £111,543. This was fully impaired during that year.
11
Investment property under development
2024
2023
£
£
Fair value
At 1 January 2024/23 June 2023
37,300,000
-
Additions through acquisition
27,500,000
27,199,100
Additions of capitalised borrowing costs
7,901,739
1,010,674
Net gain from fair value adjustments
1,197,519
(947,789)
Additions of capitalised other costs
3,581,177
2,605,804
Development costs
64,619,565
7,432,211
At 31 December
142,100,000
37,300,000
The total cost incurred on the investment property under development as at 31 December 2024, based on the historical cost basis is £141,850,270 (2023: £38,247,789).
As at 31 December 2024 investment property comprises property under development or redevelopment that is held, or to be held, to earn rentals or for capital appreciation or both.
Under the Group loan facility agreement signed 15 September 2023 in conjunction with the supplemental deed signed 16 October 2024, held by the Company, with Apollo Global Management Inc. the debt is secured over the investment property under development of the Group.
The illustrative calculations of a valuation considered to be compliant with the principals of RICS Valuation - Professional Standards 2022, were carried out by CBRE Limited as at 31 December 2024. The valuers have prepared the calculations using the basis of fair value as at the valuation date pursuant to IFRS 13 - Fair Value Measurement. Key accounting estimates used in arriving at this fair value include weekly rental income of between £139 - £515 (2023: £170 - £350) per bedspace and a student net initial yield of 4.90% and 5.80% (2023: 5.25% and 5.75%), adjusting for purchaser's costs in the range of 6.48% to 6.79% (2023: 6.78% to 6.79%).
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Investment property under development
(Continued)
- 20 -
The Directors have considered the external valuations and presented to the Group’s independent auditors. This includes a discussion of the major assumptions used in the valuations, with an emphasis on: (i) property with fair value changes outside the reasonable thresholds; and (ii) investment property under development.
An analysis of the fair values of investment property under development recognised in the Group statement of financial position by level of the fair value measurement hierarchy has resulted in all investment property being UK student accommodation property within the level 3 category.
Gains and losses recorded in the income statement for fair value measurements categorised within Level 3 of the fair value hierarchy amount to gains of £1,197,519 (2023: losses of £947,789) and are presented in the consolidated income statement ‘Fair value gain/(loss) on investment property under development’.
The key unobservable inputs made in determining the fair values are the weekly rental income per bedspace and Student net yields.
An increase of 0.5 per cent in the weekly rental income per bedspace applied to the portfolio will increase the fair value of the portfolio by £16,800,000 and consequently increase the Group’s reported income from unrealised gains on investments. A decrease of 0.5 per cent in the weekly rental income per bedspace will decrease the fair value of the portfolio by £16,850,000 and reduce the Group’s income.
An increase of 0.5 per cent in the Student net yield applied to the portfolio will decrease the fair value of the portfolio by £23,250,000 and consequently decrease the Group’s reported income from unrealised gains on investments. A decrease of 0.5 per cent in the Student net yield will increase the fair value of the portfolio by £28,550,000 and increase the Group’s income.
12
Derivative financial instruments
2024
2023
£
£
Derivative financial instruments
270,298
440,213
270,298
440,213
At 1 January 2024
440,213
-
Acquisition in the year
474,000
1,101,240
Net loss from fair value adjustment
(643,915)
(661,027)
Derivative financial instruments
270,298
440,213
CIM Zenith UK Holdings Limited purchased an interest rate cap in September 2023 which expires on 21 July 2027 to hedge 100% of the associated interest rate risk with the £79.56m Group loan facility with Apollo Global Management Inc. capping the underlying SONIA rate at 5.75%.
Subsequent to the acquisition of Manchester, CIM Zenith UK Holdings Limited acquired an additional interest rate cap in February 2024 which expires on the 21 July 2027 to hedge 100% of the associated interest rate risk with £71.1m Group loan facility with Apollo Global Management Inc. capping the underlying SONIA rate at 6%.
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
13
Trade and other receivables
2024
2023
£
£
VAT recoverable
38,269
2,771,453
Amount owed by parent undertaking
280,821
Other receivables
-
2,188,528
38,269
5,240,802
VAT receivable was recovered in full post year end.
All trade and other receivable amounts are interest-free and unsecured.
Other receivables in 2023 relate to the deposit paid and fees incurred to date on the Manchester development site purchased in the prior year.
See note 22 on credit risk of trade receivables, which explains how the Group manages and measures credit quality of receivables that are neither past due nor impaired.
14
Trade and other payables
2024
2023
£
£
Trade payables
6,694,933
78,904
Amount owed to parent undertaking
96,634
Loan interest accrued
1,505,042
1,210,143
Accruals
202,955
1,908,186
Deferred consideration
2,000,000
10,402,930
3,293,867
All current trade payables are payable within 12 months of the balance sheet date.
The Loan interest accrual includes amounts accrued from 26 October 2024 to 31 December 2024 in relation to the bank borrowings.
The deferred consideration amount in 2024 relates to the deferred land payment due upon completion, contingent on achievement of specified key milestones. This cost is included in Additions through acquisition, as disclosed in note 11.
15
Borrowings
Non-current
Non-current
2024
2023
£
£
Borrowings held at amortised cost:
Bank loans
82,125,972
23,407,500
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
15
Borrowings
(Continued)
- 22 -
2024
2023
£
£
Secured borrowings included above:
Bank loans
83,537,969
24,859,107
Unamortised finance costs
(1,411,997)
(1,451,607)
82,125,972
23,407,500
The Group has a finance facility provided by Apollo Global Management Inc. for an initial period to 21 July 2027 with an option to extend for an additional 7 months from that date. The facility is secured against the assets under development. The finance is subject to a 62.5% loan to cost (LTC) until completion at which point it transfers to a 70% loan to value (LTV). The Group was compliant with this covenant as at the year end.
As at the year end, there is £1,505,042 (2023: £1,210,143) of accrued interest shown as a current liability. Interest is payable quarterly and principal repayable at the end of the term. The Company purchased an interest rate cap for the term of the loan, to hedge the interest rate risk, capping the underlying SONIA rate at 5.75%. An additional interest rate cap was purchased in February 2024 for the term of the loan, to hedge the interest rate risk, capping the underlying SONIA rate at 6%. As at 31 December 2024 there was £68.51m undrawn on the Group facility for CIM Nottingham Holdings 2 Limited, CIM Manchester Holdings Limited and Liverpool Holdings Limited.
Changes in liabilities arising from financing activities
1 January 2024
Cash flows
Other movements
31 December 2024
£
£
£
£
Interest-bearing loans and borrowings
23,407,500
53,620,669
5,097,803
82,125,972
Interest
1,210,143
(2,509,038)
2,803,937
1,505,042
24,617,643
51,111,631
7,901,740
83,631,014
23 June 2023
Cash flows
Other movements
31 December 2023
£
£
£
£
Interest-bearing loans and borrowings
-
23,407,500
-
23,407,500
Interest
-
199,469
1,010,674
1,210,143
-
23,606,969
1,010,674
24,617,643
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
16
Deferred taxation
The following are the major deferred tax liabilities recognised by the Group and movements thereon during the current and prior reporting period.
£
Balance at 23 June 2023
-
Deferred tax movements in prior year
Charge/(credit) to profit or loss
257,903
Liability at 1 January 2024
257,903
Deferred tax movements in current year
Charge to profit or loss
1,257,276
Liability at 31 December 2024
1,515,179
17
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Authorised, issued and fully paid
Ordinary of £1 each
14,528,698
14,528,695
14,528,698
14,528,695
On 8 July 2024, the Company issued 1 Ordinary Share of £1 at a price of £19,139,370, creating share premium of £19,139,369.
On 1 October 2024, the Company issued 1 Ordinary Share of £1 at a price of £5,410,000, creating share premium of £5,409,999.
On 23 December 2024, the Company issued 1 Ordinary Share of £1 at a price of £9,023,105 creating share premium of £9,023,104.
All shares in issue at 31 December 2024 rank equally and have full voting, dividend and distribution rights. There are no rights to redemption.
18
Share premium account
2024
2023
£
£
At the beginning of the year/period
3,731,239
Issue of new shares
33,572,472
3,731,239
At the end of the year/period
37,303,711
3,731,239
During the year ended 31 December 2024, CIM Zenith Master Holdings Limited provided the Company with funding amounts totalling £33,572,475 (2023: £18,259,934) which were unsecured, interest free and repayable on demand. During 2024 the amounts were converted to equity consisting of a total of 3 equity shares of £1 each issued at a total premium of £33,572,472 (2023: 14,528,695 equity shares of £1 each at a total premium of £3,731,239).
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
19
Retained earnings
2024
2023
£
£
At the beginning of the year/period
(2,190,730)
-
Profit/(loss) for the year/period
(1,191,443)
(2,190,730)
At the end of the year/period
(3,382,173)
(2,190,730)
The retained earnings figure represents cumulative profits and losses net of dividends paid and other adjustments. These are shown in the statement of changes in equity on page 9.
20
Related party transactions
Transactions between the Company and other members of the Group
The Company provided £32,955,810 (2023: £17,167,013) of funding to other members of the Group during the year which was capitalised prior to the reporting date.
2024
2023
£
£
CIM Nottingham Holdings Limited
10,544,591
9,691,200
CIM Nottingham Opco Limited
100
-
CIM Liverpool Opco Limited
100
-
Liverpool Holdings Limited
4,505,739
5,887,407
CIM Manchester Holdings Limited
17,905,280
1,588,406
32,955,810
17,167,013
21
Controlling party
CIM Zenith UK Holdings Limited is 100% owned by CIM Zenith Master Holdings Limited, a company incorporated in Jersey, which is in turn wholly owned by CI Student Strat 1 LP, a Jersey Limited Partnership. There are three limited partners of CI Student Strat 1 LP, sharing control of the Partnership and the Company, and the Directors consider there to be no single ultimate controlling party of either CI Student Strat 1 LP or the Company.
22
Financial risk management
In pursuing its objectives, the Group holds financial instruments which comprise of:
- Cash and cash equivalents;
- Trade and other receivables;
- Derivatives;
- Borrowings; and
- Other payables
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Financial risk management
(Continued)
- 25 -
The main risks arising from holding the Group's financial instruments are detailed below together with the policies adopted to manage the risk.
(a) Market risk
(i) Price risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market prices (other than those arising from interest rate risk or currency risk) whether those changes are caused by factors specific to the individual financial instruments or its issue, or factors affecting similar financial instruments traded in the market.
The Group is not exposed to any price risk.
(ii) Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values of financial instruments. The Group's income and operating cash flows are not directly dependent on changes in interest rates. The Group's cash at bank does not earn any interest.
The Group has an interest rate cap in place which caps the interest rate of the development financing facility used to partly fund the developments at 5.75%, in Liverpool Holdings Limited and CIM Nottingham 2 Holdings Limited. The Group has a second interest rate cap in place which caps the interest rate of the development financing facility used to partly fund the development of CIM Manchester Holdings Limited at 6%. The termination date of both interest rate caps is 21 July 2027. Prior to the termination date, CIM Zenith UK Holdings Limited intends to enter into another interest rate hedge starting on the termination date of the existing cap. The Directors believe the Group is not exposed to interest rate risk.
(b) Credit risk
The Group takes on exposure to credit risk, which is the risk that one party will cause a financial loss for the other party by failing to discharge an obligation.
In respect of the financial assets of the Group at the year end, which comprise of cash and cash equivalents and trade and other receivables, the Group's exposure to credit risk arises through default of counter parties with maximum exposure equal to the carrying value of these instruments.
The Group's cash is held with Barclays Bank Plc, which has a credit rating of baa3 with Moody's. On this basis, the Directors consider the credit risk for cash and cash equivalents to be low, however continue to monitor this rating and any other information which may cause an increase to risk. The maximum credit risk exposure of the Group at the year end was £85,750 (2023: £47,459).
(c) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach to managing liquidity is to ensure, as far as possible that it will always have sufficient liquidity to meet its liabilities when due, Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they falls due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Groups reputation.
As part of its overall liquidity management, the Group maintains sufficient levels of cash to meet its working capital requirements, by continuously monitoring forecast and actual cash flows. CIM Zenith UK Holdings Limited receives funding from its indirect parent undertaking CI Student Strat 1 LP which in turn has an unfunded commitment of £109m as at 31 December 2024. The commitment can be called upon to meet any other financial obligations as they fall due.
A summary table of the undiscounted contractual cash flow maturity profile of current financial assets and liabilities presented below is used by the Group to manage liquidity risks:
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Financial risk management
(Continued)
- 26 -
Within 1 year
1 to 5 years
> 5 years
Total
As at 31 December 2024
£
£
£
£
Financial assets:
Cash and cash equivalents
85,750
-
-
85,750
Financial derivatives
-
270,298
-
270,298
85,750
270,298
-
356,048
Financial liabilities:
Trade and other payables
8,897,888
-
8,897,888
Contractual loan interest
8,546,243
13,275,945
-
21,822,188
Interest-bearing loans and borrowings
-
82,125,972
-
82,125,972
17,444,131
95,401,917
-
112,846,048
Within 1 year
1 to 5 years
> 5 years
Total
As at 31 December 2023
£
£
£
£
Financial assets:
Cash and cash equivalents
47,459
-
-
47,459
Financial derivatives
-
440,213
-
440,213
47,459
440,213
-
487,672
Financial liabilities:
Trade and other payables
2,083,724
-
2,083,724
Contractual loan interest
1,210,143
-
-
1,210,143
Interest-bearing loans and borrowings
-
23,407,500
-
23,407,500
3,293,867
23,407,500
-
26,701,367
(d) Fair value risk
Set out below is a comparison by class of the carrying amounts and fair value of the Group's financial instruments, other than those with carrying amounts that are reasonable approximations of the fair values:
2024
2023
Carrying amount
Fair value
Carrying
amount
Fair value
Financial liabilities for which fair values are disclosed:
£
£
£
£
Interest-bearing loans and borrowings
82,125,972
82,125,972
23,407,500
23,407,500
82,125,972
82,125,972
23,407,500
23,407,500
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Financial risk management
(Continued)
- 27 -
2024
2023
Carrying amount
Fair value
Carrying
amount
Fair value
Financial assets measured at fair value:
£
£
£
£
Financial derivatives
270,298
270,298
440,213
440,213
270,298
270,298
440,213
440,213
The fair value of the Group's derivatives categorised by IFRS 13 levels of the fair value hierarchy are as follows:
Level 1
Level 2
Level 3
Total
£
£
£
£
As at 31 December 2024
Financial derivatives
-
270,298
-
270,298
-
270,298
-
270,298
The fair value of the Group's derivatives categorised by IFRS 13 levels of the fair value hierarchy are as follows:
Level 1
Level 2
Level 3
Total
£
£
£
£
As at 31 December 2023
Financial derivatives
-
440,213
-
440,213
-
440,213
-
440,213
23
Cash generated from group operations
2024
2023
£
£
Profit/(loss) for the year/period ended before taxation
65,833
(1,932,827)
Adjustments for:
Finance Income
(41,014)
Fair value (gain)/loss on investment property under development
(1,197,519)
947,789
Amortisation and impairment of intangible assets
-
111,543
Fair value loss on interest rate cap
643,915
661,027
Movements in working capital:
Decrease in trade and other receivables
4,289,005
-
Increase in trade and other payables
4,814,165
292,840
Cash generated from operations
8,574,385
80,372
CIM ZENITH UK HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
24
Subsequent events
On 28 March 2025, the Company issued 1 Ordinary Share of £1 at a price of £8,555,200 creating share premium of £8,555,199.
On 28 March 2025, the Company purchased 1 Ordinary Share of £1 at a price of £2,598,260, creating a share premium of £2,598,259 in Liverpool Holdings Limited.
On 28 March 2025, the Company purchased 1 Ordinary Share of £1 at a price of £2,735,440, creating a share premium of £2,735,439 in CIM Manchester Holdings Limited.
On 28 March 2025, the Company purchased 1 Ordinary Share of £1 at a price of £3,211,700, creating a share premium of £3,211,699 in CIM Nottingham Holdings 2 Limited.
CIM ZENITH UK HOLDINGS LIMITED (PARENT)
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
31 December 2024
- 29 -
2024
2023
Notes
£
£
£
£
Non-current assets
Investments in subsidiaries
27
47,031,588
14,967,428
Derivative financial instruments
12
270,298
440,213
47,301,886
15,407,641
Current assets
Amounts due from subsidiary undertakings
-
96,634
Cash and cash equivalents
20,621
20,621
96,634
Current liabilities
Trade and other payables
29
41,860
165,219
Net current liabilities
(21,239)
(68,585)
Net assets
47,280,647
15,339,056
Equity
Called up share capital
17
14,528,698
14,528,695
Share premium account
37,303,711
3,731,239
Retained earnings
(4,551,762)
(2,920,878)
Total equity
47,280,647
15,339,056
As permitted by trues408 Companies Act 2006, the Company has not presented its own income statement and related notes. The Company’s loss for the year was £1,630,884 (2023: £2,920,878).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
These financial statements include the notes presented on pages 31-34.
The financial statements on pages 29-34 were approved by the board of Directors and authorised for issue on
and are signed on its behalf by:
Mr O P Cummings
Director
Company registration number 14956551 (England and Wales)
CIM ZENITH UK HOLDINGS LIMITED (PARENT)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
Share
Share
Retained
Total
capital
premium account
earnings
£
£
£
£
Balance at 23 June 2023
-
Period ended 31 December 2023:
Total comprehensive loss
-
-
(2,920,878)
(2,920,878)
Issue of share capital
14,528,695
3,731,239
-
18,259,934
Balance at 31 December 2023
14,528,695
3,731,239
(2,920,878)
15,339,056
Year ended 31 December 2024:
Total comprehensive loss
-
-
(1,630,884)
(1,630,884)
Transactions with owners:
Issue of share capital
3
33,572,472
-
33,572,475
Balance at 31 December 2024
14,528,698
37,303,711
(4,551,762)
47,280,647
These financial statements include the notes presented on pages 31 -34.
CIM ZENITH UK HOLDINGS LIMITED (PARENT)
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
25
Accounting policies
Company information
CIM Zenith UK Holdings Limited is a private company limited by shares registered in England and Wales and incorporated in the United Kingdom under the Companies Act 2006. The principal activity of the Company is the development and operation of student accommodation. The immediate parent company is CIM Zenith Master Holdings Limited, the ultimate parent undertaking is CI Student Strat 1 LP, an entity registered in Jersey.
The registered office of the Company was changed to 72 Welbeck Street, London, England, W1G 0AY on 23 April 2024 (previously 116 Upper Street, London, N1 1QP). The date of incorporation was 23 June 2023.
For more information on the Company's subsidiaries please refer to note 27.
25.1
Accounting convention
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to the period presented, unless otherwise stated.
25.2
Basis of accounting
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101).
The financial statements are prepared on a going concern basis and under the historical cost convention.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
25.3
Summary of disclosure exemptions
The following exemptions from the requirements of UK-IAS have been applied in the preparation of these financial statements, in
accordance with FRS 101:
• IFRS 7, ‘Financial instruments: Disclosures'.
• Paragraph 38 of IAS 1, ‘Presentation of financial statements' – comparative information requirements in respect of paragraph
79(a)(iv):
• The following paragraphs of IAS 1, ‘Presentation of financial statements':
- 10(d) (statement of cash flows)
- 16 (statement of compliance with all IFRS)
- 38A (requirement for minimum of two primary statements, including cash flow statements)
- 38B-D (additional comparative information)
- 111 (cash flow statement information); and
- 134-136 (capital management disclosures)
• IAS 7, ‘Statement of cash flow'.
• Paragraph 17 of IAS 24, ‘Related party disclosures' (key management compensation).
• The requirements in IAS 24, ‘Related party disclosures', to disclose related party transactions entered into between two or
more members of a group.
• Paragraphs 30 and 31 of IAS 8, ‘Accounting Policies, Changes in Accounting estimates and Errors'.
Where relevant, these disclosures have been made in the consolidated financial statements of CIM Zenith UK Holdings Limited.
which are publicly available from the Companies House register.
25.4
Going concern
The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet its liabilities as and when they fall due for the period to 30 June 2026. As at 31 December 2024, the Company has net current liabilities of £21,239 (2023: £68,585) and has net assets of £47,280,647 at 31 December 2024 (2023: £15,339,056).
CIM ZENITH UK HOLDINGS LIMITED (PARENT)
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Accounting policies
(Continued)
- 32 -
To conclude on the ability of the Company to continue as a going concern the Directors have prepared a robust forecast of the anticipated operational outgoings of the Company from the date of approval of the financial statements through to 30 June 2026 (the 'going concern period') which considers severe but plausible downside risks. In preparing the cash flow forecast for the Company over the going concern period, the Directors have considered all known operational expenses and capital commitments. The Company has financing facilities which with associated commitments from Cl Student Stat 1 LP provides the Company with sufficient callable commitments to meet the financial obligations of the Company through the going concern period. As there is no formal commitment to the Company in terms of equity, letter of support has been received from CIM Zenith Master Holdings Limited which in turn is supported by Cl Student Strat 1 LP. The Directors believe that the letters of the support provided to the Company is sufficient to cover all working capital requirements including in the event of severe but plausible circumstances. The letters of support are not a guarantee or formal financial commitment however the Directors believe that the risks that the shareholders will not provide support is remote. The Directors therefore consider it appropriate to prepare the Company's accounts on a going concern basis for the going concern review period to 30 June 2026.
25.5
Investment in subsidiaries
Investments in subsidiaries are shown at cost less provision for impairment.
26
Judgements and key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period end that may have a significant risk of causing a material misstatement to the carrying amounts of assets and liabilities within the next financial year, are discussed below:
In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following estimates and judgements have had the most significant effect on amounts recognised in the financial statements.
Key sources of estimation uncertainty
Impairment of investments and intra group receivables
Investments carrying values are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of an asset or cash-generating unit is not recoverable.
Recoverable amount is the higher of fair value, as cashflows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset for which the estimates of future cash flows have not been adjusted. For intra group receivables, the Company applies the simplified approach to providing for expected credit losses prescribed by IFRS 9.
27
Investments
Non-current
2024
2023
£
£
Investments in subsidiaries
47,031,588
14,967,428
CIM ZENITH UK HOLDINGS LIMITED (PARENT)
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
27
Investments
(Continued)
- 33 -
Investment in subsidiary undertakings
Details of the Company's principal operating subsidiaries are included in note 28.
Movements in non-current investments
Shares in subsidiaries
£
Cost
At 1 January 2024
17,167,014
Additions
32,955,810
At 31 December 2024
50,122,824
Impairment
At 1 January 2024
2,199,586
Impairment losses
891,650
At 31 December 2024
3,091,236
Carrying amount
At 31 December 2024
47,031,588
At 31 December 2023
14,967,428
Name of subsidiary
At 1 January 2024
Investment in the year
Impairment in the year
At 31 December 2024
£
£
£
£
CIM Nottingham Holdings 2 Limited
9,691,200
10,544,591
-
20,235,791
CIM Nottingham OpCo Limited
-
100
-
100
CIM Liverpool OpCo Limited
-
100
-
100
Liverpool Holdings Limited
3,731,322
4,505,739
(935,150)
7,301,911
CIM Manchester Holdings Limited
1,544,906
17,905,280
43,500
19,493,686
14,967,428
32,955,810
(891,650)
47,031,588
CIM ZENITH UK HOLDINGS LIMITED (PARENT)
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
28
Subsidiaries
Details of the Company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Country of
Class of
% Held
incorporation
shares held
Direct
CIM Nottingham Holdings 2 Limited
England and Wales
Ordinary
100.00
Liverpool Holdings Limited
England and Wales
Ordinary
100.00
CIM Manchester Holdings Limited
England and Wales
Ordinary
100.00
CIM Liverpool OpCo Limited
England and Wales
Ordinary
100.00
CIM Nottingham OpCo Limited
England and Wales
Ordinary
100.00
The subsidiary companies all have a registered address at 72 Welbeck Street, London, United Kingdom W1G 0AY.
29
Trade and other payables
2024
2023
£
£
Trade payables
12,300
Amount owed to parent undertaking
96,634
Amounts owed to subsidiary undertakings
200
32,585
Accruals
29,360
36,000
41,860
165,219
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