REGISTERED NUMBER: 12748135 (England and Wales)

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

CODERE FINANCE 2 (UK) LIMITED

Page

Company information

1

Balance sheet

2

Notes to the financial statements

3

Director:

Mr N J Robson

Secretary:

Vistra Cosec Limited

Registered office:

Suite 1, 7th Floor

50 Broadway

London

SW1H 0BL

Registered number:

12748135 (England and Wales)

Auditors:

Fuller & Roper Limited

Chartered Accountants and Statutory Auditors

12 Old Mills Industrial Estate

Paulton

BS39 7SU

CURRENT ASSETS

Debtors

4

-

1,442

Cash at bank

15,151

31,360

15,151

32,802

CREDITORS

Amounts falling due within one year

5

(12,563

)

(29,272

)

NET CURRENT ASSETS

2,588

3,530

TOTAL ASSETS LESS CURRENT LIABILITIES

2,588

3,530

CAPITAL AND RESERVES

Called up share capital

6

100

100

Other reserves

250,626

250,626

Retained earnings

(248,138

)

(247,196

)

SHAREHOLDERS' FUNDS

2,588

3,530

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

In accordance with Section 444 of the Companies Act 2006, the Income statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 4 September 2025 and were signed by:

Mr N J Robson - Director

1.	STATUTORY INFORMATION

Codere Finance 2 (UK) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The company's functional and presentational currency is pounds sterling (GBP) and the financial statements have been rounded to the nearest pound (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities

Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern

As detailed in Commitments and guarantees note, the company is a guarantor of certain of Codere group's indebtedness. As a result of the matters disclosed in Commitments and guarantees note, the directors consider the likelihood of those guarantees being called or crystallising to be negligible. Further, the company is reliant on group entities providing the finance necessary for it to meet its obligations as they fall due. The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors have also obtained a support letter from the parent company providing support for a period of at least 12 months from the date of approval of these financial statements. The directors therefore continue to adopt the going concern basis of accounting in preparing these financial statements.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - NIL).

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Other debtors

-

1,442

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

£

£

Amounts owed to group undertakings

4,296

5,648

Other creditors

8,267

23,624

12,563

29,272

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary

£ 1

100

100

7.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the auditors was unqualified.

Simon Roper (Senior Statutory Auditor)

for and on behalf of Fuller & Roper Limited

8.	COMMITMENTS AND GUARANTEES

During the year Group restructured its issued debt to provide financial stability and liquidity for the Group to implement its business plan. As a result, the company has become party to a guarantee agreement alongside several group entities in relation to €128,273,196 of bonds due in 2028, which have been issued by Codere Finance 2 (Luxembourg) S.A. The company is a co-guarantor of the bonds and has pledged its shares in favour of the bondholders as part of this arrangement. The company considers the risk of this guarantee being called as negligible.

9.	ULTIMATE CONTROLLING PARTY

The company's immediate parent is Codere Luxembourg 3 S.à.r.l., a company incorporated in Luxembourg.

The ultimate controlling party is considered to be Codere Group Topco S.A., a company incorporated in Luxembourg. Copies of the consolidated group financial statements can be obtained from 7 rue Robert Stumper. L-2557 Luxembourg.