The Directors present their annual report and unaudited financial statements for Portsmouth Zenith Holdings Limited (the "Company") for the year ended 31 December 2025.

In preparing this report, the Company has taken advantage of the exemption provided by section 414B of the Companies Act 2006 in not preparing a Strategic Report under the small companies exemption.

The principal activity of the Company is the development and operation of purpose built student accommodation in Portsmouth.

The results for the year are set out on page 4. The Company made a loss before taxation of £7,455,418 (2024: £438,697), of which £7,432,500 arose from a fair value loss on the revaluation of investment property (2024: £410,000).

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

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

The Company 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.

During the year the Company made no charitable donations.

The directors anticipate that the activity of the Company will continue for the foreseeable future.

Going concern

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 31 December 2027. At 31 December 2025, the Company has net current assets of £5,399 (2024: net current liabilities of £21,333) and net assets of £2,305,399 (2024: £9,678,667). The directors of the Company are confident that its direct and indirect shareholders will continue to fund the operational outgoings, and financing costs if the Company is not in a position to fund such costs. The directors therefore consider it appropriate to prepare the Company's accounts on a going concern basis for the going concern review period to 31 December 2027.

Details of any events after the reporting date are set out in note 13.

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 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 Company and of the profit or loss of the company for that period. In preparing these financial statements, the Directors are required

to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• comply with the requirements of the Companies Act 2006 with respect to accounting records and of the preparation of financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The income statement has been prepared on the basis that all operations are continuing operations.

The Company has no other comprehensive income for the current financial year other than the results above and, therefore, no statement of other comprehensive income is presented.

The financial statements include the notes presented on pages 7-13.

The financial statements include the notes presented on pages 7-13.

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

The financial statements include the notes presented on pages 7-13.

Portsmouth Zenith Holdings Limited is a private company limited by shares incorporated in England and Wales on 12 January 2022. 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.

The immediate parent company is CI-F Zenith UK Holdings Limited, the ultimate parent undertaking is CI-F Zenith LP, an entity registered in Jersey.

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all periods presented, unless otherwise stated.

Basis of accounting

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101), and in accordance with the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the Company. The financial statements have been prepared under the historical cost convention, with the exception of investment property, which is measured at fair value through profit or loss. Monetary amounts in these financial statements are rounded to the nearest £.

Summary of disclosure exemptions

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.

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 flows’.

• 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’.

• Paragraphs 91 to 99 of IFRS 13, ‘Fair value measurement' (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities).

• IAS 40, 'Investment property' (comparative disclosures).

Where relevant, these disclosures have been made in the financial statements of CI-F Zenith UK Holdings Limited in which the Company is consolidated, and which are publicly available and can be obtained as set out in note 11. Details of the parent entity are given in note 11 to the financial statements.

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 financial statements have been prepared on a going concern basis, which assumes the Company will be abletrue to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 31 December 2027. At 31 December 2025, the Company has net current assets of £5,399 (2024: net current liabilities of £21,333) and net assets of £2,305,399 (2024: £9,678,667). The directors of the Company are confident that its direct and indirect shareholders will continue to fund the operational outgoings, and financing costs if the Company is not in a position to fund such costs. The directors therefore consider it appropriate to prepare the Company's accounts on a going concern basis for the going concern review period to 31 December 2027.

Investment property comprises property that is held, to earn rental income or for capital appreciation or both. The asset is land held for future development on which development had not commenced at the reporting date.

Investment property comprises principally student accommodation substantially for use by, or in the operations of, the Group, not for sale in the ordinary course of business, but is held primarily to earn rental income and capital appreciation.

Investment property is stated at fair value, which reflects market conditions at the reporting date. Gains or losses arising from changes in the fair values of investment property are included in the profit or loss in the period in which they arise.

Cash at bank and in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets. Subsequent measurement depends on the classification and is discussed below.

At initial recognition, financial assets classified as fair value through profit or loss are measured at fair value and any

transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit or loss are initially measured at fair value plus transaction costs.

Financial 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.

Financial assets carried at amortised cost and fair value through other comprehensive income (FVOCI) are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

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 the company manages 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 company’s obligations are discharged, cancelled, or they expire.

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The 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 period, are discussed below:

In the application of the Company's accounting policies that are set out in note 1, the Directors are required to make judgements, estimates and assumptions about carrying amounts of assets and liabilities that are not readily apparent from other sources. The Directors have also made judgements about the going concern of the Company as described in note 1.2.

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 and future periods if the revision affects both current and future periods.

The following are the Company's key sources of estimation uncertainty:

The Company's investment property held is initially measured at cost and subsequently at fair value through profit or loss at the end of the reporting period. Any unrealised gains or losses on this investment are recognised immediately in the income statement.

Fair value is the amount for which an asset could be exchanged, a liability settled, or an equity instrument granted

could be exchanged, between knowledgeable, willing parties in an arm's length transaction.

The fair valuation of the property was carried out by an external third-party valuation expert for inclusion in the financial statements as part of quantifying the investment property held by the Company. Investment property is measured based on estimates except where such values cannot be reliably determined. The significant methods and assumptions used by valuers in estimating fair value of investment property are set out in note 6. Investment property is measured based on estimates prepared by independent real estate valuation experts.

The Company had no employees and incurred no staff costs. There were £nil Directors' emoluments in 2025 (2024: £nil).

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

The Company has unutilised carried forward tax losses and temporary differences of £158,457 as at 31 December 2025 (2024: £135,539). No deferred tax asset has been recognised on this amount as the Company cannot be certain that there will be taxable profits arising within its residual business from which the future reversal of the deferred tax asset could be deducted.

The total cost incurred on the investment property as at 31 December 2025, based on the historical cost basis is £11,717,812 (2024: £11,685,312).

The addition of other capitalised costs includes professional fees.

The illustrative calculations of a valuation considered to be compliant with the principles of RICS Valuation - Professional Standards 2022, were carried out by CBRE Limited. The valuers have prepared the calculations using the basis of fair value as at the valuation date pursuant to IFRS 13 - Fair Value Measurement. Key accounting estimates used in arriving at the value include, weekly rental income of between £159 - £311 (2024: £190 - £270) per bedspace and a student net initial yield of 5.75% (2024: 5.75%), adjusting for purchaser's costs of 6.78% (2024: 6.79%).

Amounts due to group undertakings are unsecured, interest free and payable on demand without restrictions.

On 30 June 2025, the Company issued 1 Ordinary Share of £1 at a price of £27,150 creating share premium of £27,149.

On 16 December 2025, the Company issued 1 Ordinary Share of £1 at a price of £55,000 creating share premium of £54,999.

During the year ended 31 December 2025, CI-F Zenith UK Holdings Limited provided the Company with funding amounts totalling £82,150 (2024: £nil) which were unsecured, interest free and repayable on demand. During 2025 the amounts were converted to equity consisting of a total of 2 equity shares of £1 each issued at a total premium of £82,148.

The accumulated losses reserve represents cumulative profits and losses net of dividends paid and other adjustments. These are shown in the Statement of changes in equity on page 6.

The Company's immediate parent undertaking is CI-F Zenith UK Holdings Limited, an entity incorporated in England and Wales. The parent undertaking in which the results of the Company are consolidated is that prepared by CI-F Zenith UK Holdings Limited. Copies of the consolidated financial statements of CI-F Zenith UK Holdings Limited are publicly available from 72 Welbeck Street, London, W1G 0AY.

Portsmouth Zenith Holdings Limited is 100% owned by CI-F Zenith UK Holdings Limited. CI-F Zenith UK Holdings Limited is 100% owned by CI-F Zenith LP. There are two limited partners of CI-F Zenith LP equally sharing control of the Partnership and the Directors consider there to be no single ultimate controlling party of either CI-F Zenith LP or the Company.

In accordance with FRS 101 under IAS 24, the Company has taken advantage of the exemption from disclosing related party transactions with entities wholly owned by the group.

The development plan continues to be assessed to ensure viable development is achieved. There were no material events post the balance sheet date.