The Directors present their annual report and audited financial statements for CIM Zenith UK Holdings Limited (the "Company") and its subsidiaries (together the 'Group') for the year ended 31 December 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 exemption.

Incorporation

The Company was incorporated as a private company limited by shares in England and Wales on 23 June 2023.

The principal activity of the Group is the development and operation of purpose built student accommodation in the United Kingdom.

The results for the year are set out on page 8. The Group made a loss before taxation of £15,483,626 (2024: profit of £65,833).

No ordinary dividends were paid. The Directors do not recommend payment of a final dividend.

Charitable 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 Nottingham Holdings 2 Limited and Liverpool Holdings Limited have had a successful year, completing the development of their student accommodation investment property. With construction now finished, both companies have 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 Manchester Holdings Limited has made significant progress in the development of the purpose-built student housing investment asset in Manchester. The project remains on track for completion by August 2026.

Key performance indicators

The consolidated loss before taxation of the business is £15,483,626 (2024: profit of £65,833). This is primarily due to an unrealised fair value loss of £11,693,892 (2024: gain of £1,197,519) on the assets and an additional unrealised fair value loss of £268,573 (2024: £643,915) 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 Nottingham Holdings 2 Limited and Liverpool Holdings Limited the Directors are confident that both companies 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 Manchester 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.

The Directors who held office during the year and up to the date of approval of the financial statements were as follows:

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.

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.

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 £6,246,038 (2024: £10,278,911) and net assets of £65,388,034 (2024: £48,450,236). 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 £152,043,000 (2024: £152,043,000) of which £132,916,743 is drawn at 31 December 2025 (2024: £83,537,969). 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 26.

The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with UK-adopted International Accounting Standards (UK-IAS) and the parent financial statements in accordance with applicable law and United Kingdom Accounting Standards including FRS 101 "Reduced Disclosure Framework" (United Kingdom Generally Accepted Accounting Practice). Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of their profit or loss for that period.

In preparing these consolidated financial statements, the Company law requires that Directors;

• select suitable accounting policies and then apply them consistently;

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

• state whether 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.

We have audited the financial statements of CIM Zenith UK Holdings 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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 sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group and the Company 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 have been prepared in accordance with applicable legal requirements.

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; or

• 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.

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.

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

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and the 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’s 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 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.

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.

Total comprehensive loss 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 - 31.

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 - 31.

CIM Zenith UK Holdings Limited (the "Company") and its subsidiaries (together, the "Group") owns a student accommodation real estate portfolio based in the United Kingdom.

The Company is a private company limited by shares incorporated in the England and Wales on 23 June 2023. The registered office 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 30.

The ultimate parent undertaking is CI Student Strat 1 LP, an entity registered in Jersey.

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 Company in future periods.

The consolidated financial statements include those of the Company and its subsidiary undertakings as shown below which are all 100% owned:

• CIM Nottingham Holdings 2 Limited

• Liverpool Holdings Limited

• CIM Manchester Holdings Limited

• CIM Liverpool OpCo Limited

• CIM Nottingham OpCo Limited

• CIM Manchester OpCo Limited

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.

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 trueGroup has net current liabilities of £6,246,038 (2024: £10,278,911) and net assets of £65,388,034 (2024: £48,450,236). 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 £152,043,000 (2024: £152,043,000) of which £132,916,743 is drawn at 31 December 2025 (2024: £83,537,969). 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.

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.

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

Investment property 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.

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.

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.

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 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.

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.

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 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'.

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, 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 Group’s obligations are discharged, cancelled, or they expire.

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.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax 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.

Fair value measurements

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 financial instruments and non-financial assets that are measured at fair value or where fair values are disclosed, are summarised in Investment properties, note 11 and derivative financial instruments, note 13.

For Investment properties, management have estimated the fair value of the assets being at the end of the year. All assets and liabilities, for which fair value is measured or disclosed in the financial statements, are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

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 24

• Derivatives financial instruments, note 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.

Share premium

Share premium is classified as equity.

In the application of the Group's accounting policies that are set out in note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The following estimates and judgements have had the most significant effect on amounts recognised in the financial statements.

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 is recognised immediately in the statement of comprehensive income.

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 £145 - £437 (2024: £139 - £515) per bedspace per week. Student net initial yields used ranged from 5.00% and 5.80% (2024: 4.90% and 5.80%). This approach capitalises current and future cash flows at an appropriate capitalisation rate based on comparable evidence.

Rental income represents amounts receivable from students under tenancy agreements for occupation of rooms during the year.

All revenue arose within the United Kingdom.

The Company had no employees and incurred no staff costs during the year. There were £nil Directors' emoluments in the year (2024: £nil).

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 £8,274,674 (2024: £7,901,739).

The charge for the year can be reconciled to the profit per the income statement as follows:

The Group has unutilised carried forward tax losses and temporary differences of £21,171,641 as at 31 December 2025 (2024: £6,436,781). 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.

The total cost incurred on the investment properties as at 31 December 2025, based on the historical cost basis is £215,894,162 (2024: £141,850,270).

As at 31 December 2025, investment property comprises the now fully developed Nottingham and Liverpool properties and the Manchester property that is still under development, that are held, or to be held, to earn rentals or for capital appreciation or both.

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 £11,693,892 (2024: gains of £1,197,519) 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 £15,950,000 (2024: £16,800,000) 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 £15,850,000 (2024: £16,850,000) and reduce the Group’s income.

An increase of 0.5 per cent in the Student net yield applied to the portfolio will decrease the fair value of the portfolio by £21,300,000 (2024: £23,250,000) and consequently decrease the Group’s reported income from unrealised gains on investments. A decrease of 0.5 per cent in the Student net yield will increase the fair value of the portfolio by £25,750,000 (2024: £28,550,000) and increase the Group’s income.

Cash at bank and on hand consists of interest bearing deposits held at banks. Interest is earned at floating rates based on daily bank deposit rates. All deposits are held with banks with a credit rating of B or above, as per the Moody's credit agency credit rating.

Restricted cash consists of amounts held in a bank mandated account which is used to service quarterly debt interest payments and receive rental income.

CIM Zenith UK Holdings Limited purchased an interest rate cap in September 2023 which expires on 21 July 2027 to hedge 100% of the associated interest rate risk with the £79.56m Group loan facility with Apollo Global Management Inc. capping the underlying SONIA rate at 5.75%.

Subsequent to the acquisition of Manchester, CIM Zenith UK Holdings Limited acquired an additional interest rate cap in February 2024 which expires on the 21 July 2027 to hedge 100% of the associated interest rate risk with £72.48m Group loan facility with Apollo Global Management Inc. capping the underlying SONIA rate at 6%.

VAT receivable was recovered in full post year end.

See note 24 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.

All current trade payables are payable within 12 months of the balance sheet date.

The loan interest accrual includes interest accrued on the bank loan for the period from 26 October to 31 December in both years.

The deferred consideration amount relates to the deferred land payment due upon completion, contingent on achievement of specified key milestones.

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 investment properties. The finance is subject to a 62.5% loan to cost (LTC) until completion at which point it transfers to a 70% loan to value (LTV). The Group was compliant with this covenant as at the year end.

As at the year end, there is £1,968,572 (2024: £1,505,042) of accrued interest shown as a current liability. Interest is payable quarterly and principal repayable at the end of the term. The Company purchased an interest rate cap for the term of the loan, to hedge the interest rate risk, capping the underlying SONIA rate at 5.75%. An additional interest rate cap was purchased in February 2024 for the term of the loan, to hedge the interest rate risk, capping the underlying SONIA rate at 6%. As at 31 December 2025 there was £19.13m (2024: £68.51m) undrawn on this facility.

The following are the major deferred tax liabilities recognised by the Group and movements thereon during the current and prior reporting period.

Deferred tax liabilities have arisen from fair value gains on investment property, offset by the Corporate Interest Restriction and other timing differences.

On 28 March 2025, the Company issued 1 Ordinary Share of £1 at a price of £8,555,200 creating share premium of £8,555,199.

On 30 June 2025, the Company issued 1 Ordinary Share of £1 at a price of £9,333,410, creating a share premium of £9,333,409.

On 30 September 2025, the Company issued 1 Ordinary Share of £1 at a price of £8,319,920, creating a share premium of £8,319,919.

On 31 December 2025, the Company issued 1 Ordinary Share of £1 at a price of £5,457,640, creating a share premium of £5,457,639.

All shares in issue at 31 December 2025 rank equally and have full voting, dividend and distribution rights. There are no rights to redemption.

During the year ended 31 December 2025, CIM Zenith Master Holdings Limited provided the Company with funding amounts totalling £31,666,170 (2024: £33,572,475) 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 £31,666,166 (2024: 3 equity shares of £1 each at a total premium of £33,572,472).

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.

The Company provided £31,548,629 (2024: £32,955,810) of funding to other members of the Group during the year which was capitalised prior to the reporting date.

(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.

On 25 March 2026, the Company issued 1 Ordinary Share of £1 at a price of £3,455,910 creating a share premium of £3,455,909.

On 30 March 2026, the Company purchased 1 Ordinary Share of £1 at a price of £475,400 creating share premium of £475,399 in Liverpool Holdings Limited.

On 30 March 2026, the Company purchased 1 Ordinary Share of £1 at a price of £2,451,100 creating share premium of £2,451,099 in CIM Manchester Holdings Limited.

On 30 March 2026, the Company purchased 1 Ordinary Share of £1 at a price of £527,700 creating share premium of £527,699 in CIM Nottingham Holdings 2 Limited.

On 30 March 2026, the Company purchased 1 Ordinary Share of £1 at a price of £1,500 creating share premium of £1,499 in CIM Nottingham Opco Limited.

On 30 March 2026, the Company purchased 1 Ordinary Share of £1 at a price of £1,500 creating share premium of £1,499 in CIM Liverpool Opco Limited.

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 £13,589,074 (2024: £1,630,884).

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

CIM Zenith UK Holdings Limited is a private company limited by shares registered in England and Wales and incorporated in the United Kingdom under the Companies Act 2006. The principal activity of the Company is the development and operation of student accommodation. The immediate parent company is CIM Zenith Master Holdings Limited, the ultimate parent undertaking is CI Student Strat 1 LP, an entity registered in Jersey.

The registered office of the Company is 72 Welbeck Street, London, United Kingdom, W1G 0AY. The date of incorporation was 23 June 2023.

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.

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.

Details of the Company's subsidiaries at 31 December 2025 are as follows:

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.