Company registration number 14951503 (England and Wales)
CIM ZENITH UK HOLDINGS II LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
CIM ZENITH UK HOLDINGS II LIMITED
COMPANY INFORMATION
Directors
Mr O P Cummings
Mr J Carter
(Appointed 5 June 2025)
Company number
14951503
Registered office
72 Welbeck Street
London
United Kingdom
W1G 0AY
Auditor
Ernst & Young LLP
Liberation House
Castle Street
St. Helier
Jersey
JE1 1EY
Bankers
Barclays Bank PLC
1 Churchill Place
London
E14 5HP
Solicitors
Herbert Smith Freehills LLP
Exchange House
Primrose Street
London
EC2A 2EG
CIM ZENITH UK HOLDINGS II LIMITED
CONTENTS
Page
Directors' report
1 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group statement of financial position
9 - 10
Group statement of changes in equity
11
Group statement of cash flows
12
Notes to the Group financial statements
13 - 30
Company statement of financial position
31
Company statement of changes in equity
32
Notes to the Company financial statements
33 - 35
CIM ZENITH UK HOLDINGS II LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The Directors present their annual report and audited financial statements for CIM Zenith UK Holdings II Limited (the "Company") and its subsidiaries (together the "Group") for the year ended 31 December 2025.
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 regime.
Incorporation
The Company was incorporated as a private company limited by shares in England and Wales on 21 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 8. The Group made a loss before taxation of £22,337,755 (2024: profit of £8,214,058).
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.
CIM York Holdings Limited has had a successful year, completing the development of its student accommodation investment property. With construction now finished, the Company has shifted focus to letting the accommodation and building occupancy. Initial interest from students has been encouraging, and the Group is concentrating on effective marketing and property management to maximise rental income in the coming year.
CIM Leeds Holdings Limited has made significant progress in the development of the purpose-built student housing investment asset in Leeds. The project remains on track for completion by August 2026.
Key performance indicators
The consolidated loss before taxation of the business is £22,337,755 (2024: profit of £8,214,058). This is primarily due to an unrealised fair value loss of £23,151,080 (2024: gain of £11,197,785) on the assets and an unrealised fair value loss of £189,476 (2024: £318,218) on the interest rate cap. These fair value movements arose from updated valuations of the underlying investments, reflecting changes in market conditions and key valuation assumptions.
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
For CIM York Holdings Limited the Directors are confident that 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 location of the properties 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.
For CIM Leeds Holdings Limited the Directors are confident the Company will achieve stable revenue once the accommodation achieves practical completion. Focus is now on completing the development by August 2026.
CIM ZENITH UK HOLDINGS II LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Directors
The Directors who held office during the year and up to the date of approval of the financial statements were as follows:
Mr O P Cummings
Mr C N Saverino
(Resigned 5 June 2025)
Mr J Carter
(Appointed 5 June 2025)
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.
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 Director 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 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 Company is part of a Group which also includes CI Students Strat 1 LP, CI Student Strat 1 GP Limited, CIM Zenith Master Holdings Limited and the Company’s subsidiaries (collectively referred to as the “Group”). At the Group level 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 Group has net current liabilities of £2,350,546 (2024: £5,552,160) and net assets of £35,395,159 (2024: £32,917,398). The Company’s activities are funded by capital from its shareholder, CIM Zenith Master Holdings Limited, which is ultimately funded by CIM Zenith Master Holdings Limited and, in turn, by CI Student Strat 1 LP.
The Group has a lending facility of £100,957,000 (2024: £100,957,000) of which £84,672,816 is drawn at 31 December 2025 (2024: £49,428,286). The loan has a maturity date of 21 July 2027. The Directors have determined that a material uncertainty exists relating to the maturity of the loan and the Group’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 Group’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.
Subsequent events
Details of any events after the reporting date are set out in note 25.
CIM ZENITH UK HOLDINGS II LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
On behalf of the board
Mr O P Cummings
Director
30 April 2026
CIM ZENITH UK HOLDINGS II LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
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 year.
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 applicable 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 Group 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 II LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF CIM ZENITH UK HOLDINGS II LIMITED
- 5 -
Opinion
We have audited the financial statements of CIM Zenith UK Holdings II Limited (‘the Company’) and its subsidiaries (together the ‘Group’) for the year ended 31 December 2025 which comprise the Group Statement of Comprehensive Income, the Group and the Company Statement of Financial Position, the Group and Company Statement of Changes in Equity, the Group Statement of Cash Flows and the related notes 1 to 31, 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 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 Company’s affairs as at 31 December 2025 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 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.
Material uncertainties relating to going concern
We draw attention to Note 1.3 in the financial statements, which indicates that the Company and the Group 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 1.3, these events or conditions indicate that material uncertainties exist that may cast significant doubt on the Group's and 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 Group and the Company'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 II LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF CIM ZENITH UK HOLDINGS II LIMITED
- 6 -
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 have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the Company 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 4, 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 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 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.
CIM ZENITH UK HOLDINGS II LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF CIM ZENITH UK HOLDINGS II LIMITED
- 7 -
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and the 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.
We understood how the Group and the 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 the 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 and the 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 investments and revenue. 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 the Company, the opportunities available to execute any such actions through management override as well as the controls that the Group and the Company have 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 Group and 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.
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.
Christopher James Matthews, FCA (Senior Statutory Auditor)
For and on behalf of Ernst & Young LLP, Statutory Auditor
Jersey, Channel Islands
30 April 2026
CIM ZENITH UK HOLDINGS II LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 8 -
2025
2024
Notes
£
£
Revenue
3
859,504
-
Gross profit
859,504
-
Fair value (loss)/gain on investment properties
11
(23,151,080)
11,197,785
Administrative expenses - net
1,171,090
(2,714,941)
Operating (loss)/profit
4
(21,120,486)
8,482,844
Finance income
7
5,448
49,432
Finance costs
8
(1,033,241)
Fair value loss on derivative financial instruments
9
(189,476)
(318,218)
(Loss)/profit before taxation
(22,337,755)
8,214,058
Taxation
10
2,346,796
(2,346,796)
Total comprehensive (loss)/income for the year
20
(19,990,959)
5,867,262
Total comprehensive (loss)/income for the year 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 13 - 30.
CIM ZENITH UK HOLDINGS II LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 9 -
2025
2024
Notes
£
£
Non-current assets
Investment properties
11
121,850,000
91,600,000
Derivative financial instruments
12
1,360
190,836
121,851,360
91,790,836
Current assets
Trade and other receivables
13
981,924
22,793
Cash and cash equivalents
198,986
16,478
1,180,910
39,271
Current liabilities
Trade and other payables
14
3,282,948
5,591,431
Deferred revenue
17
248,508
3,531,456
5,591,431
Net current liabilities
(2,350,546)
(5,552,160)
Non-current liabilities
Other provision
-
2,478,461
Borrowings
15
84,105,655
48,496,021
Deferred tax liabilities
16
2,346,796
84,105,655
53,321,278
Net assets
35,395,159
32,917,398
Equity
Called up share capital
18
15,588,104
15,588,100
Share premium account
19
37,204,967
14,736,251
Retained earnings
20
(17,397,912)
2,593,047
Total equity
35,395,159
32,917,398
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 13 - 30.
CIM ZENITH UK HOLDINGS II LIMITED
GROUP STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
The financial statements on pages 8 - 30 were approved by the board of directors and authorised for issue on
30 April 2026
30 April 2026
and are signed on its behalf by:
Mr O P Cummings
Director
Company registration number 14951503
CIM ZENITH UK HOLDINGS II LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Share
premium
Retained
Share capital
account
earnings
Total
Notes
£
£
£
£
Balance at 1 January 2024
15,588,097
3,451,614
(3,274,215)
15,765,496
Year ended 31 December 2024:
Total comprehensive income for the year
-
-
5,867,262
5,867,262
Issue of share capital
18
3
11,284,637
-
11,284,640
Balance at 31 December 2024
15,588,100
14,736,251
2,593,047
32,917,398
Year ended 31 December 2025:
Total comprehensive loss for the year
-
-
(19,990,959)
(19,990,959)
Issue of share capital
18
4
22,468,716
-
22,468,720
Balance at 31 December 2025
15,588,104
37,204,967
(17,397,912)
35,395,159
These financial statements include the notes presented on pages 13 - 30.
CIM ZENITH UK HOLDINGS II LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash used in operations
24
(3,831,520)
9,554,037
Net cash outflow from operating activities
(3,831,520)
9,554,037
Investing activities
Purchase of investment property
(47,740,392)
(37,253,595)
Finance income
5,448
49,432
Net cash used in investing activities
(47,734,944)
(37,204,163)
Financing activities
Proceeds from issue of shares
22,468,720
11,284,640
Drawdown of bank loans
31,692,488
18,101,686
Finance cost paid
(2,412,236)
(1,719,722)
Net cash generated from financing activities
51,748,972
27,666,604
Net increase in cash and cash equivalents
182,508
16,478
Cash and cash equivalents at beginning of year
16,478
Cash and cash equivalents at end of year
198,986
16,478
These financial statements include the notes presented on pages 13 - 30.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Material accounting policies information
Company information
CIM Zenith UK Holdings II Limited (the "Company") and its subsidiaries (together, the "Group") principal activity is that of the development and operation of purpose built student accommodation.
The Company is a private company limited by shares incorporated on 21 June 2023 in England and Wales.The registered office is 72 Welbeck Street, London, United Kingdom, W1G 0AY. 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 29.
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 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 Group 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:
All financial statements are made up to 31 December 2025. 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 II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Material accounting policies information
(Continued)
- 14 -
1.3
Going concern
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 Company is part of a Group which also includes CI Students Strat 1 LP, CI Student Strat 1 GP Limited, CIM Zenith Master Holdings Limited and the Company’s subsidiaries (collectively referred to as the “Group”). At the Group level 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 Group has net current liabilities of £2,350,546 (2024: £5,552,160) and net assets of £35,395,159 (2024: £32,917,398). The Company’s activities are funded by capital from its shareholder, CIM Zenith Master Holdings Limited, which is ultimately funded by CIM Zenith Master Holdings Limited and, in turn, by CI Student Strat 1 LP.true
The Group has a lending facility of £100,957,000 (2024: £100,957,000) of which £84,672,816 is drawn at 31 December 2025 (2024: £49,428,286). The loan has a maturity date of 21 July 2027. The Directors have determined that a material uncertainty exists relating to the maturity of the loan and the Group’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 Group’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.
1.4
Revenue
Revenue from student accommodation represents rental income earned from leasing rooms and related facilities to students.
Revenue is recognised over the period in which the accommodation is provided, as this reflects the transfer of control of the right to occupy the property to the student. Rental income is recognised on a straight-line basis over the term of the tenancy agreement, as the service of providing accommodation is delivered evenly throughout the contract period.
Revenue is measured at the amount specified in the tenancy agreement. The amount recognised reflects the fair value of the consideration receivable.
1.5
Investment properties
Investment properties comprises completed property and property under development that is held to earn rental income or for capital appreciation or both.
Investment properties comprises principally student accommodation.
Investment properties are 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 properties are stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment properties are included in the profit or loss in the period in which they arise.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Material accounting policies information
(Continued)
- 15 -
1.6
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.
1.7
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.
1.8
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.
1.9
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 II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Material accounting policies information
(Continued)
- 16 -
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 selling or repurchasing it in the near term, or
on initial recognition it is part of a portfolio of identified financial instruments that are managed together and has a recent actual pattern of short-term profit taking, or
it is a derivative that is not a financial guarantee contract or a 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.
1.10
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.
1.11
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 period. 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.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Material accounting policies information
(Continued)
- 17 -
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.
1.12
Foreign currency translation
(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.
(ii) Transaction and balances
The Group does not have any assets or liabilities denominated in a currency other than Pound sterling at the year end.
1.13
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.
1.14
Share premium is classified as equity.
1.15
The Group measures financial instruments such as derivatives and non-financial assets such as investment properties 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 non-financial assets that are measured at fair value or where fair values are disclosed, are summarised in Investment properties, note 11.
For Investment properties, management have estimated the fair value of the assets at the year end. 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 II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Material accounting policies information
(Continued)
- 18 -
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 properties, note 11
• Quantitative disclosures of fair value measurement hierarchy, note 23.
• Derivatives financial instruments, note 12
2
Critical accounting estimates and judgements
In the application of the Group’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
Fair value of investment properties
The Group's investment properties are 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 properties held by the Group.
Investment properties are 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 £155 - £441 (2024: £155 - £460) per bedspace per week. Student net initial yields used ranged from 5.25% (2024: 5.10% and 5.20%). This approach capitalises current and future cash flows at an appropriate capitalisation rate based on comparable evidence.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
3
Revenue
2025
2024
£
£
Rental income
859,504
-
Rental income represents amounts receivable from students under tenancy agreements for occupation of rooms during the year. All Revenue arose within the United Kingdom. |
4
Operating (loss)/profit
2025
2024
Operating loss for the year/period is stated after charging:
£
£
Fee payable to the company's auditor for the audit of the company's financial statements and its subsidiaries
132,200
91,040
Fee payable for taxation advisory services
66,678
3,000
Fee for marketing services
445,469
-
Fee for property management
316,940
(Reversal)/Provision for developers profit
(2,478,461)
2,478,461
5
Employees
The Group had no employees and incurred no staff costs during the year. There were £nil Directors' emoluments in the year. (2024: £nil).
6
Auditor's remuneration
2025
2024
Fees payable to the Group's auditor:
£
£
For audit services
Audit of the financial statements of the Group and Company
12,400
12,360
Audit of the financial statements of the Company's subsidiaries
119,800
94,280
132,200
106,640
7
Finance income
2025
2024
£
£
Interest income
Bank deposits
5,448
49,432
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 20 -
8
Finance costs
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
1,006,798
-
Amortisation of finance costs
26,443
Borrowing costs excluded from interest expenses and included in the cost of investment property during the year at a capitalisation rate of 4.3% plus the daily SONIA rate are £5,660,688 (2024: £4,748,620).
9
Fair value loss on derivative financial instruments
2025
2024
£
£
Change in value of financial assets through profit or loss
189,476
318,218
10
Income tax expense
2025
2024
£
£
Deferred tax
Origination and reversal of temporary differences
(2,346,796)
2,346,796
The charge for the year can be reconciled to the (loss)/profit per the income statement as follows:
(Loss)/profit before taxation
(22,337,755)
8,214,058
Expected tax (credit)/charge based on a corporation tax rate of 25.00% (2024: 25.00%)
(5,584,439)
2,053,515
Non-deductible expenses
139,235
16,054
Non-taxable income
(619,615)
(585,756)
Deferred tax asset not recognised
2,831,745
862,983
Adjustments in respect of prior years
243,729
-
Chargeable gains
642,549
-
Taxation (credit)/charge for the year
(2,346,796)
2,346,796
The Group has unutilised carried forward tax losses and temporary differences of £16,712,075 as at 31 December 2025 (2024: £5,412,724). 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.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
11
Investment properties
2025
2024
£
£
Fair value
At 1 January
91,600,000
38,400,000
Net (loss)/gain from fair value adjustment
(23,151,080)
11,197,785
Addition of capitalised other costs
521,333
731,803
Addition of capitalised borrowing costs
5,660,688
4,748,620
Development costs
47,219,059
36,521,792
At 31 December
121,850,000
91,600,000
The total cost incurred of the Investment properties as at 31 December 2025, based on the historical cost basis is £136,066,478 (2024: £82,665,398).
As at 31 December 2025, investment properties comprises the fully developed York property and the Leeds property still under development, that are held or are 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 properties of the Group.
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 as at 31 December 2025. 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 £155 - £441 (2024: £155 - £460) per bedspace and a studentnet initial yield of 5.25% (2024: 5.10% and 5.20%), adjusting for purchaser's costs in the range of 6.60% - 6.78% (2024: 6.47% - 6.78%).
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 properties.
An analysis of the fair values of investment properties 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 losses of £23,151,080 (2024: gains of £11,197,785) and are presented in the consolidated income statement 'Fair value gain/(loss) on investment properties'.
The key unobservable inputs made in determining the fair values are the weekly rental income per bedspace and Student net yields.
An increase of 5 per cent in the weekly rental income per bedspace applied to the portfolio will increase the fair value of the portfolio by £9,750,000 (2024: £11,050,000) and consequently increase the Group’s reported income from unrealised gains on investments. A decrease of 5 per cent in the weekly rental income per bedspace will decrease the fair value of the portfolio by £10,300,000 (2024: £11,550,000) 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 £14,150,000 (2024: £16,200,000) 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 £16,400,000 (2024: £19,600,000) and increase the Group’s income.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
12
Derivative financial instruments
2025
2024
£
£
Derivative financial instruments
1,360
190,836
1,360
190,836
At 1 January
(190,836)
-
Acquisition in the year
-
509,054
Net loss from fair value adjustment
(189,476)
(318,218)
Derivative financial instruments
1,360
190,836
CIM Zenith UK Holdings II Limited purchased an interest rate cap in September 2023 which expires on 31 July 2027 to hedge 100% of the associated interest rate risk with the £98.96m Group loan facility with Apollo Global Management Inc. capping the underlying SONIA rate at 5.75%.
13
Trade and other receivables
2025
2024
£
£
Trade debtors - rental income
98,198
-
VAT receivable
62,316
22,793
Other receivables
744,828
-
Prepayments
76,582
981,924
22,793
VAT receivable was recovered in full post year end.
See note 23 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.
Other receivables represents amounts held by the company's property managers on behalf of the company, including funds for operational expenditures and rental collections.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
14
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Trade payables
1,562,380
4,523,004
-
Contract liabilities
-
-
-
2,478,461
Loan interest accrual
1,264,641
926,537
-
-
Accruals
314,077
141,890
Other payables
133,100
Rental deposits
8,750
3,282,948
5,591,431
-
2,478,461
All current trade payables are payable within 12 months of the balance sheet date.
The Loan interest accrual include amounts accrued from 26 October 2025 to 31 December 2025 in relation to the bank borrowings.
15
Borrowings
Non-current
Non-current
2025
2024
£
£
Borrowings held at amortised cost:
Bank Loan
84,105,655
48,496,021
Secured borrowings included above:
Bank loans
84,672,816
49,428,286
Unamortised finance costs
(567,161)
(932,265)
84,105,655
48,496,021
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 Company and Group were compliant with this covenant as at the year end.
As at the year end, there is £1,264,641 (2024: £926,537) 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 II 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 £16.28m (2024: £51.52m) undrawn on the Group facility for CIM York Holdings Limited and CIM Leeds Holdings Limited.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
15
Borrowings
(Continued)
- 24 -
Changes in liabilities arising from financing activities
1 January 2025
Cash flows
Other movements
31 December 2025
£
£
£
£
Interest-bearing loans and borrowings
48,496,021
31,692,488
3,917,146
84,105,655
Interest
926,537
(2,412,236)
2,750,340
1,264,641
49,422,558
29,280,252
6,667,486
85,370,296
1 January 2024
Cash flows
Other movements
31 December 2024
£
£
£
£
Interest-bearing loans and borrowings
27,203,347
18,101,686
3,190,988
48,496,021
Interest
1,088,627
(1,719,722)
1,557,632
926,537
28,291,974
16,381,964
4,748,620
49,422,558
16
Deferred taxation
Liabilities
2025
2024
£
£
Deferred tax balances
2,346,796
The following are the major deferred tax liabilities and assets recognised by the group and movements thereon during the current and prior reporting period.
Movement
£
Balance at 1 January 2024
-
Deferred tax movements in prior year
Charge/(credit) to profit or loss
2,346,796
Liability at 1 January 2025
2,346,796
Deferred tax movements in current year
Charge/(credit) to profit or loss
(2,346,796)
Liability at 31 December 2025
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
16
Deferred taxation
(Continued)
- 25 -
Deferred tax liabilities have arisen from fair value gains on investment property, offset by the Corporate Interest Restriction and other timing differences.
17
Deferred revenue
2025
2024
£
£
Arising from rental income
248,508
-
All deferred revenues are expected to be settled within 12 months from the reporting date.
18
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
15,588,104
15,588,100
15,588,104
15,588,100
On 28 March 2025, the Company issued 1 Ordinary Share of £1, for £5,728,280, creating share premium of £5,728,279.
On 30 June 2025, the Company issued 1 Ordinary Share of £1, for £6,228,570, creating share premium of £6,228,569.
On 30 September 2025, the Company issued 1 Ordinary Share of £1, for £6,122,470, creating share premium of £6,122,469.
On 31 December 2025, the Company issued 1 Ordinary Share of £1, for £4,389,400, creating share premium of £4,389,399.
All shares in issue at 31 December 2025 rank equally and have full voting, dividend and distribution rights. There are no rights to redemption.
19
Share premium account
2025
2024
£
£
At the beginning of the year
14,736,251
3,451,614
Issued during the year
22,468,716
11,284,637
At the end of the year
37,204,967
14,736,251
During the year ended 31 December 2025, CIM Zenith Master Holdings Limited provided the Company with funding amounts totalling £22,468,720 (2024: £11,284,640) 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 £22,468,716 (2024: 3 equity shares of £1 each at a total premium of £11,284,637).
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
20
Retained earnings
2025
2024
£
£
At the beginning of the year
2,593,047
(3,274,215)
(Loss)/profit for the year
(19,990,959)
5,867,262
At the end of the year
(17,397,912)
2,593,047
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 11.
21
Related party transactions
Transactions between the Company and other members of the Group
The Company provided £22,400,086 (2024: £10,989,819) of funding to other members of the Group during the year which was capitalised prior to the reporting date.
2025
2024
£
£
CIM York Holdings Limited
6,442,135
4,366,106
CIM York OpCo Limited
100
100
CIM Leeds Holdings Limited
15,957,852
6,623,613
22,400,087
10,989,819
22
Controlling party
CIM Zenith UK Holdings II 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.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
23
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.
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%. The termination date of this cap is 21 July 2027. Prior to the termination date, CIM Zenith UK Holdings II Limited intends to enter into another interest rate hedge starting on the termination date of the existing cap. The fair value of the interest rate caps was immaterial as at the the reporting date, 31 December 2025. 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 £1,118,594 (2024: £16,478).
(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, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Financial risk management
(Continued)
- 28 -
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 II Limited receives funding from its indirect parent undertaking CI Student Strat 1 LP which in turn has an unfunded commitment of £48.4m as at 31 December 2025 (2024: £109m). 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:
Within 1 year
1 to 5 years
> 5 years
Total
As at 31 December 2025
£
£
£
£
Financial assets:
Cash and cash equivalents
198,986
-
-
198,986
Trade and other receivable
919,608
-
-
919,608
Financial derivatives
-
1,360
-
1,360
1,118,594
1,360
-
1,119,954
Financial liabilities:
Trade and other payables
2,018,307
-
-
2,018,307
Interest and commitment fee
8,308,131
3,898,041
-
12,206,172
Interest-bearing loans and borrowings
-
84,105,655
-
84,105,655
10,326,438
88,003,696
-
98,330,134
Within 1 year
1 to 5 years
> 5 years
Total
As at 31 December 2024
£
£
£
£
Financial assets:
Cash and cash equivalents
16,478
-
-
16,478
Financial derivatives
-
-
190,836
190,836
16,478
-
190,836
207,314
Financial liabilities:
Trade and other payables
4,664,894
-
-
4,664,894
Contractual loan interest
5,221,625
8,111,401
-
13,333,026
Interest-bearing loans and borrowings
-
48,496,021
-
48,496,021
9,886,519
56,607,422
-
66,493,941
(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:
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Financial risk management
(Continued)
- 29 -
2025
2024
Carrying amount
Fair value
Carrying
amount
Fair value
Financial liabilities for which fair values are disclosed:
£
£
£
£
Interest-bearing loans and borrowings
84,672,816
84,672,816
48,496,021
48,496,021
84,672,816
84,672,816
48,496,021
48,496,021
2025
2024
Carrying amount
Fair value
Carrying
amount
Fair value
Financial assets measured at fair value:
£
£
£
£
Financial derivatives
1,360
1,360
190,836
190,836
1,360
1,360
190,836
190,836
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 2025
Financial derivatives
-
1,360
-
1,360
-
1,360
-
1,360
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
23
Financial risk management
(Continued)
- 30 -
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
-
190,836
-
190,836
-
190,836
-
190,836
24
Cash (absorbed by)/generated from operations
2025
2024
£
£
Loss for the year before income tax
(22,337,755)
8,214,058
Adjustments for:
Fair value loss on investment property
23,151,080
(11,197,785)
Fair value loss on derivative financial instruments
189,476
318,218
Provision for Developers Profit
(2,478,461)
2,478,461
Finance income
(5,448)
(49,432)
Finance cost
1,006,798
-
Movements in working capital:
increase in trade and other payables
(2,646,587)
3,465,558
Decrease in trade and other receivables
(959,131)
6,324,959
Increase in deferred revenue
248,508
-
Cash (absorbed by)/generated from operations
(3,831,520)
9,554,037
25
Subsequent events
On 25 March 2026, the Company issued 1 Ordinary Share of £1 at a price of £2,748,230 creating share premium of £2,748,229.
On 30 March 2026, the Company purchased 1 Ordinary Share of £1 at a price of £2,078,300 creating a share premium of £2,078,299 in CIM Leeds Holdings Limited.
On 30 March 2026, the Company purchased 1 Ordinary Share of £1 at a price of £672,300, creating share premium of £672,299 in CIM York Holdings Limited.
On 30 March 2026, the Company purchased 1 Ordinary Share of £1 at a price of £600, creating share premium of £599 in CIM York Opco Limited.
CIM ZENITH UK HOLDINGS II LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31 December 2025
- 31 -
2025
2024
Notes
£
£
£
£
Non-current assets
Investments in subsidiaries
28
35,385,252
28,900,986
Derivative financial instrument
1,360
190,836
35,386,612
29,091,822
Current assets
Cash and cash equivalents
33,940
978
33,940
978
Current liabilities
Trade and other payables
30
49,210
29,460
Net current liabilities
(15,270)
(28,482)
Total assets less current liabilities
35,371,342
29,063,340
Non-current liabilities
-
(2,478,461)
Net assets
35,371,342
26,584,879
Equity
Called up share capital
15,588,104
15,588,100
Share premium account
37,204,967
14,736,251
Retained earnings
(17,421,729)
(3,739,472)
Total equity
35,371,342
26,584,879
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 £13,682,257 (2024: £465,257).
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements on pages 31 - 35 were approved by the board of directors and authorised for issue on 30 April 2026 and are signed on its behalf by:
Mr O P Cummings
Director
Company registration number 14951503 (England and Wales)
CIM ZENITH UK HOLDINGS II LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 32 -
Share capital
Share premium account
Retained earnings
Total
Notes
£
£
£
£
Balance at 1 January 2024
15,588,097
3,451,614
(3,274,215)
15,765,496
Year ended 31 December 2024:
Total comprehensive loss
-
-
(465,257)
(465,257)
Issue of share capital
3
11,284,637
-
11,284,640
Balance at 31 December 2024
15,588,100
14,736,251
(3,739,472)
26,584,879
Year ended 31 December 2025:
Total comprehensive loss
-
-
(13,682,257)
(13,682,257)
Issue of share capital
4
22,468,716
-
22,468,720
Balance at 31 December 2025
15,588,104
37,204,967
(17,421,729)
35,371,342
These financial statements include the notes presented on pages 33 - 35.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
26
Material accounting policies information
Company information
CIM Zenith UK Holdings II Limited is a private company limited by shares incorporated in England and Wales. 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 is 72 Welbeck Street, London, United Kingdom, W1G 0AY. 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 29.
26.1
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.
26.2
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 £.
Summary of disclosure exemptions
The following exemptions from the requirements of UK Adopted International Accounting Standards 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 II Limited which are publicly available from the Companies House register.
26.3
Going concern
Refer to the accounting policy set out in note 1.3 of the consolidated financial statements.
26.4
Investment in subsidiaries
Investments in subsidiaries are shown at cost less provision for impairment.
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
27
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 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.
28
Investments in subsidiaries
Non-current
2025
2024
£
£
Investments in subsidiaries
35,385,252
28,900,986
35,385,252
28,900,986
Name of subsidiary
At 1 January 2025
Investment in the year
Impairment in year
At 31 December 2025
£
£
£
£
CIM York Holdings Limited
10,836,466
6,442,135
(4,629,406)
12,649,195
CIM York OpCo Limited
100
-
-
100
CIM Leeds Holdings Limited
18,064,420
15,957,852
(11,286,415)
22,735,857
CIM Leeds OpCo Limited
-
100
-
100
28,900,986
22,400,087
(15,915,821)
35,385,252
CIM ZENITH UK HOLDINGS II LIMITED
NOTES TO THE COMPANY FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 35 -
29
Subsidiaries
Details of the Company's subsidiaries at 31 December 2025 are as follows:
Name of undertaking
Country of incorporation
Class of
% Held
shares held
Direct
CIM Leeds Holdings Limited
England and Wales
Ordinary
100.00
CIM York Holdings Limited
England and Wales
Ordinary
100.00
CIM York OpCo Limited
England and Wales
Ordinary
100.00
CIM Leeds 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. The principal activities of the Company's subsidiaries comprise of property‑owning entities which hold student accommodation assets and operating entities which manage and operate the purpose‑built student accommodation.
30
Trade and other payables
Current
Non-current
2025
2024
2025
2024
£
£
£
£
Trade payables
900
Other provision (note 31)
-
-
-
2,478,461
Amounts owed to subsidiary undertakings
100
100
Accruals
48,210
29,360
49,210
29,460
-
2,478,461
31
Provisions for liabilities
2025
2024
£
£
All provisions are expected to be settled within 12 months from the reporting date.
Provision for Developers Profit
Other provision
-
2,478,461
A provision has been recognised for the developers profit in respect of key milestones achieved during the development phase.
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