The Directors present their annual report and audited financial statements for Liverpool Holdings Limited (the "Company") for the year ended 31 December 2025.
In preparing this report, the Company has taken advantage of the exemption provided by section 414B of the Companies Act 2006 in not preparing a Strategic Report under the small companies exemption.
The results for the year are set out on page 7. The Company made a loss before taxation of £4,606,341 (2024: £935,149), of which £3,460,319 (2024: £772,964) arose from a fair value loss on the revaluation of the investment property.
No ordinary dividends were paid. The Directors do not recommend payment of a final dividend.
Business performance
The Company has had a successful year, completing the development of its student accommodation investment property. With construction now finished, the business has shifted its focus to letting the accommodation and building occupancy. Initial interest from students has been encouraging, and the Company is concentrating on effective marketing and property management to maximise rental income in the coming year.
The Directors who held office during the year and up to the date of approval of the financial statements were as follows:
The Directors are confident the Company will achieve stable revenue once the accommodation is fully leased. Focus continues to be on increasing occupancy over the next financial year as students secure high-quality accommodation for their studies.
The Directors are satisfied that the property’s location will continue to appeal to students and academic institutions, supporting strong demand. These factors, together with careful cost management, are expected to drive profitability in the future.
The Directors have conducted an assessment of the Company's ability to continue as a going concern for the financial year ended 31 December 2025, considering the available resources and expected obligations for the period to 30 June 2027, (the “going concern period”). The Directors have prepared a detailed forecast of expected operational outgoings, incorporating severe but plausible downside risks, and has considered projected operational income, expenditure, and financing costs during the going concern period. This assessment reflects the current economic environment and recent geopolitical developments in the Middle East. As at 31 December 2025, the Company has net current liabilities of £786,232 (2024: £2,326,122) and net assets of £11,323,646 (2024: £7,301,910). The Company’s activities are funded through a combination of an external financing facility and equity funding from its shareholder, CIM Zenith UK Holdings Limited, which is ultimately funded by CIM Zenith Master Holdings Limited and, in turn, by CI Student Strat 1 LP.
The Directors have determined that a material uncertainty exists relating to the maturity of the loan due on 21 July 2027 and the Company’s ability to satisfy the conditions required to extend the facility for a further seven‑month period. This uncertainty may cast significant doubt over the Company’s ability to continue as a going concern and, consequently, its ability to realise its assets and discharge its liabilities in the normal course of business. Notwithstanding this material uncertainty, the Directors have a reasonable expectation that the Company will be able to meet the conditions necessary to extend the loan facility or, alternatively, secure replacement financing. This expectation is based on ongoing discussions with the lender and other financing counterparties. Accordingly, the Directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis.
Ernst & Young LLP were re-appointed as auditor to the Company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Details of any events after the reporting date are set out in note 19.
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have 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 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.
We have audited the financial statements of Liverpool Holdings Limited (the ‘Company’) for the year ended 31 December 2025 which comprise the Income Statement, the Statement of Financial Position, the Statement of Changes in Equity and the related notes 1 to 19, including material accounting policy information. The financial reporting framework that has been applied in their preparation 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:
Basis for opinion
Material uncertainties relating to going concern
We draw attention to Note 1.2 in the financial statements, which indicates that the Company has a material uncertainty relating to its ability to meet the conditions required to extend the maturity of the loan due on 21 July 2027 for a further seven month period.
As stated in Note 1.2, these events or conditions indicate that material uncertainties exist that may cast significant doubt on the Company's ability to continue as a going concern.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our opinion is not modified in respect of this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant section of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company's ability to continue as a going concern.
Other information
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.
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.
We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of minutes of board meetings of the Company as well as validating how policies and procedures in these areas are communicated and monitored. We also reviewed any correspondence with relevant authorities.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur 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 valuation of investment properties (including the involvement of specialists). 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 Company, the opportunities available to execute any such actions through management override as well as the controls that the Company has established to address any such risks identified, including to prevent, deter and detect fraud and the monitoring of such controls by management.
Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved supplementing our enquiries of management and those charged with governance as well as review of board meeting minutes of the Company.
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.
Use of our report
This report is made solely to the 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 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 Company and the Company’s member, for our audit work, for this report, or for the opinions we have formed.
The income statement has been prepared on the basis that all operations are continuing operations.
The Company has no other comprehensive income for the current financial year other than the results above and, therefore, no statement of other comprehensive income is presented.
The financial statements include the notes presented in pages 10 - 19.
Liverpool Holdings Limited is a private company limited by shares registered in England and Wales and incorporated on 16 December 2021, 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 UK Holdings Limited, the ultimate parent undertaking is CI Student Strat 1 LP, an entity registered in Jersey.
The registered office of the Company is 72 Welbeck Street, London, United Kingdom, W1G 0AY.
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 IFRS Accounting Standards that have been issued but are not yet effective:
- Amendments to IFRS 9 and IFRS 7 Financial Instruments (effective from 1 January 2026)
- IFRS 18 Presentation and Disclosures in Financial Statements (effective from 1 January 2027)
- IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective from 1 January 2027)
With the exception of IFRS 18, 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.
The Directors have conducted an assessment of the Company's ability to continue as a going concern for the financial year ended 31 December 2025, considering the available resources and expected obligations for the period to 30 June 2027, (the “going concern period”). The Directors have prepared a detailed forecast of expected operational outgoings, incorporating severe but plausible downside risks, and has considered projected operational income, expenditure, and financing costs during the going concern period. This assessment reflects the current economic environment and recent geopolitical developments in the Middle East. As at 31 December 2025, the Company has net current liabilities of £786,232 (2024: £2,326,122) and net assets of £11,323,646 (2024: £7,301,910). The Company’s activities are funded through a combination of an external financing facility and equity funding from its shareholder, CIM Zenith UK Holdings Limited, which is ultimately funded by CIM Zenith Master Holdings Limited and, in turn, by CI Student Strat 1 LP.
The Directors have determined that a material uncertainty exists relating to the maturity of the loan due on 21 July 2027 and the Company’s ability to satisfy the conditions required to extend the facility for a further seven‑month period. This uncertainty may cast significant doubt over the Company’s ability to continue as a going concern and, consequently, its ability to realise its assets and discharge its liabilities in the normal course of business. Notwithstanding this material uncertainty, the Directors have a reasonable expectation that the Company will be able to meet the conditions necessary to extend the loan facility or, alternatively, secure replacement financing. This expectation is based on ongoing discussions with the lender and other financing counterparties. Accordingly, the Directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis.
Revenue represents variable lease income arising from property leased to a fellow group undertaking. Variable lease income that is dependent on the future performance of the lessee is excluded from the initial measurement of lease income. Such income is recognised in the income statement in the period in which the relevant performance conditions are met and the Company’s right to receive the consideration is established.
The Company’s property lease includes clauses for variable rent components, typically calculated as a percentage of the lessee’s net income. These clauses are designed to align rental payments with the financial performance of the lessee’s business at the leased location.
Transactions with the fellow group undertaking are conducted on terms agreed between the parties and are eliminated on consolidation in the Group financial statements.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Financial assets are recognised in the Company's statement of financial position when the Company 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. Subsequent measurement depends on the classification and is discussed below.
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 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.
The Company recognises financial liabilities when the Company 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'.
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.
Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged, cancelled, or they expire.
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.
The tax expense represents the sum of the tax currently payable and deferred tax.
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 Company 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.
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:
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 and future periods if the revision affects both current and future periods.
The following are the Company's key sources of estimation uncertainty:
The Company's investment property held is initially measured at cost 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 as part of quantifying the investment property held by the Company. Investment property is measured based on estimates except where such values cannot be reliably determined. The significant methods and assumptions used by valuers in estimating fair value of investment property are set out in note 9. Investment property is measured based on estimates prepared by independent real estate valuation experts.
During the year, the Company recognised variable lease income of £321,366 (2024: £nil) within revenue, arising from a lease arrangement with a fellow group undertaking for the leasing of property. Under the terms of the agreement, rental income is linked to the financial performance of the lessee and is calculated as 95% of the lessee’s net income. In accordance with the accounting policy set out in note 1.3, this income is recognised in the period in which the relevant performance conditions are met and the Company’s entitlement to the consideration is established.
All revenue arose in the United Kingdom.
The Company had no employees and incurred no staff costs. There were £nil Directors' emoluments in 2025 (2024: £nil).
Borrowing costs excluded from interest expense and included in the cost of investment property during the year at a capitalisation rate of 4.3% plus the daily SONIA rate are £1,545,661 (2024: £1,597,239), as disclosed in note 9.
The charge for the year can be reconciled to the loss per the income statement as follows:
The Company has unutilised carried forward tax losses and temporary differences of £7,126,908 as at 31 December 2025 (2024: £3,439,624). No deferred tax asset has been recognised on this amount as the Company 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.
The total cost incurred on the investment property as at 31 December 2025, based on the historical cost basis is £48,462,685 (2024: £29,452,366).
Capitalised other costs include professional fees.
The illustrative calculations of a valuation considered to be compliant with the principles of RICS Valuation - Professional Standards 2022, were carried out by CBRE Limited. 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 £148 - £322 (2024: £139 - £315) per bedspace and a student net initial yield on 5.80% (2024: 5.80%), adjusting for purchaser's costs of 6.78% (2024: 6.78%).
VAT receivable was recovered in full post year end.
Management has assessed the recoverability of these balances and concluded that no provision is required, as all amounts are considered fully recoverable.
The loan interest accrual include amounts accrued from 26 October to 31 December for both years in relation to bank loans.
The amount owed to a related party in 2025, is unsecured, interest-free and repayable on demand.
The Company 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 asset. 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. The Company was compliant with this covenant as at the year end.
As at the year end, there is £448,762 (2024: £310,952) of accrued interest shown as a current liability. Interest is payable quarterly and principal repayable at the end of the term. CIM Zenith UK Holdings Limited, the parent entity, 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%. As at 31 December 2025, there was £1.95m (2024: £14.9m) undrawn on this facility.
On 28 March 2025, the Company issued 1 Ordinary Share of £1 at a price of £2,598,260, creating share premium of £2,598,259.
On 30 June 2025, the Company issued 1 Ordinary Share of £1 at a price of £3,324,516 creating share premium of £3,324,515.
On 30 September 2025, the Company issued 1 Ordinary Share of £1 at a price of £2,364,501, creating share premium of £2,364,500.
On 16 December 2025, the Company issued 1 Ordinary Share of £1 at a price of £340,800, creating share premium of £340,799
During the year ended 31 December 2025, CIM Zenith UK Holdings Limited provided the Company with funding amounts totalling £8,628,077 (2024: £4,505,739) which were unsecured, interest free and repayable on demand. During 2025 the amounts were converted to equity consisting of a total of 4 equity shares of £1 each issued at a total premium of £8,628,073 (2024: 3 equity shares of £1 each issued at a total premium of £4,505,736).
The accumulated profit or loss reserve represents cumulative profit or loss net of dividends paid and other adjustments. These are shown in the statement of changes in equity (page 9).
CIM Zenith UK Holdings Limited is 100% owned by CIM Zenith Master Holdings Limited, a company incorporated in Jersey. CIM Zenith Master Holdings Limited is 100% owned by CI Student Strat 1 LP. 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.
In accordance with FRS 101, the Company has taken advantage of the exemption from disclosing related party transactions with entities owned wholly by the group.
On 30 March 2026, the Company issued 1 Ordinary Share of £1 at a price of £475,400 creating share premium of £475,399.