The directors present their annual report and unaudited financial statements of CI-F Zenith UK Holdings Limited (the "Company") and its subsidiary (together the "Group") for the year ended 31 December 2025.

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

The results for the year are set out on page 4. The Group made a loss before taxation of £7,456,170 (2024: £473,668).

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

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

The Group has granted indemnity to its directors against liability in respect of proceedings brought by third parties, subject to the conditions set out in section 234 of the Companies Act 2006. Such qualifying third-party indemnity provision remains in force as at the date of approving the Directors' Report.

Details of subsequent events are set out in note 15.

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

Going concern

The financial statements have been prepared on a going concern basis, which assumes the Group will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 31 December 2027 (the "going concern review period"). At 31 December 2025, The Group has net current liabilities of £5,744 (2024: £57,424) and net assets of £2,294,256 (2024: £9,642,576). The Company has net current liabilities of £11,143 (2024: £36,091) and net assets of £2,294,256 (2024: £9,643,776). The directors of the Company are confident that its direct and indirect shareholders will continue to fund the operational outgoings, 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.

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.

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 group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom and have also chosen to prepare the parent company financial statements in accordance with Financial Reporting Standard (FRS) 101 'Reduced Disclosure Framework'. 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 the parent Company 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 FRS 101 Reduced Disclosure Framework has 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 Group and 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 Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Total loss for the year is all attributable to the owners of the Parent Company.

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

The Group 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 notes on pages 8 - 17 form part of these Group financial statements.

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

The members have not required the group 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 groups and companies subject to the small companies regime.

The notes on pages 8 - 17 form part of these financial statements.

The notes on pages 8 - 17 form part of these Group financial statements.

The notes on pages 8 - 17 form part of these Group financial statements.

CI-F Zenith UK Holdings Limited (the "Company") and its subsidiary (together, the "Group") owns a purpose-built student accommodation portfolio based in the United Kingdom.

The Company is a private company limited by shares incorporated in England and Wales under the Companies Act 2006 and domiciled in the United Kingdom. The registered office is located at 72 Welbeck Street, London, 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 subsidiary please refer to note 1.3.

The Company is 100% owned by CI-F Zenith LP, a partnership 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.

As permitted by Section 408 of the Companies Act 2006, the income statement of the Company are not presented as part of these financial statements. The Company has produced its own income statement for approval by its Board.

Since the Company meets the criteria to be classified as a small company under the Companies Act 2006, it is exempt from the requirement to prepare a Company statement of cash flows.

The financial statements have been prepared on a going concern basis, which assumes the Group will be able to meet its liabilities as and when they fall due from the date of approval of the financial statements through to 31 December 2027 (the "going concern review period"). At 31 December 2025, The Group has net current liabilities of £5,744 (2024: £57,424) and net assets of £2,294,256 (2024: £9,642,576 ). The Company has net current liabilities of £11,143 (2024:true £36,091) and net assets of £2,294,256 (2024: £9,643,776). The directors of the Company are confident that its direct and indirect shareholders will continue to fund the operational outgoings, 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.

At the reporting date, the consolidated financial statements include those of the Company and its subsidiary undertaking as shown below which is 100% owned:

- Portsmouth Zenith Holdings Limited

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiary to bring the accounting policies used in line with those used by other members of the Group.

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. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Investments in subsidiaries by the Company are held at cost, less any provision for impairment.

Investment property is a 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 are 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, including the corresponding tax effect.

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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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 debt 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.

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 property, note 6.

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 6

• Quantitative disclosures of fair value measurement hierarchy, note 6

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.

Equity

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 property held is initially measured at 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 financial statements as part of quantifying the investment property held by the Group. 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.

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

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

Factors that may affect future tax charges

The Group has cumulative taxable losses arising in the UK of £334,848 (2024: £311,178) that are available indefinitely for offset against future taxable profits of the Group.

No deferred tax has been recognised in the year due to there being no suitable taxable profits against which it could be utilised for the foreseeable future.

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

The illustrative calculations of a valuation considered to be compliant with the principles of RICS Valuation Professional Standards 2022, were carried out by CBRE Limited. The valuers have prepared the calculations using the basis of fair value as at the valuation date pursuant to IFRS 13 - Fair Value Measurement. Key accounting estimates used in arriving at this fair value include, weekly rental income of between £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%).

Included in amounts due to group undertakings is an unsecured, interest free payable to CI-F Zenith LP, the parent undertaking of the Group, of £nil (2024: £14,400) which is payable on demand without restrictions. Accordingly, this has been classified as current.

On 23 June 2025, the Company issued 1 Ordinary Share of £1 at a price of £37,350 creating share premium of £37,349.

On 16 December 2025, the Company issued 1 Ordinary Share of £1 at a price of £70,500 creating share premium of £70,499.

Ordinary shares have a par value of £1. The ordinary shares entitle the holder to participate in dividends and distribution rights on the winding up of the Company.

For the purpose of the Group's capital management, capital includes issued capital and other equity reserves attributable to the equity holders of the parent. The primary objective of the Group's capital management is to maximise the shareholder value. To maintain or adjust the capital structure, the Group may return capital to shareholders or issue new shares.

During the year, CI-F Zenith LP provided the Company with funding amounts totaling £107,850 (2024: £280,648) which were unsecured, interest free and repayable on demand. During the year the amounts were converted to equity, consisting of a total of 2 equity shares of £1 each issued at a total premium of £107,848 (2024: 1 equity share of £1 each issued at a total premium of £280,647).

The Group and Company's immediate parent undertaking is CI-F Zenith Limited Partnership, an entity incorporated in Jersey. The general partner of CI-F Zenith LP is CI-F Zenith GP Limited, an entity incorporated in Jersey. The financial statements of these companies are not publicly available.

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.

There were no other material events post the balance sheet date.

The directors have taken the exemption provided by Section 408 of the Companies Act 2006 and have not presented an income statement for the Company.true The loss after tax for the year of the Company was £7,457,370 (2024: £472,468).

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 notes on pages 20 - 22 form part of these parent financial statements.

The notes on pages 20 - 22 form part of these parent financial statements.

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.

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

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

On 15 September 2023, the Group disposed its 100% interest in its subsidiary, Liverpool Holdings Limited. The cash consideration for the disposal was received and distributed to the shareholders by way of a short-term loan during the year. On 23 December 2024, the short term loan was repaid by way of reduction in the ordinary share capital of the Company.